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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 March 31, 2024
OR
☐    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)
Delaware47-5081182
(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 classTrading SymbolName of each exchange on which registered
Class A Common Stock, $.01 par valueRRRNASDAQ 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.
ClassOutstanding at May 1, 2024
Class A Common Stock, $0.01 par value59,610,393
Class B Common Stock, $0.00001 par value45,985,804

RED ROCK RESORTS, INC.
INDEX


Part I.    Financial Information
Item 1.    Financial Statements
RED ROCK RESORTS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(amounts in thousands, except share data)
 March 31,
2024		December 31, 2023
(unaudited)
ASSETS  
Current assets:  
Cash and cash equivalents$129,705 $137,586 
Receivables, net62,594 61,930 
Income tax receivables8,209 14,443 
Inventories15,983 15,255 
Prepaid gaming tax28,360 24,888 
Prepaid expenses and other current assets30,470 28,190 
Total current assets275,321 282,292 
Property and equipment, net of accumulated depreciation of $1,331,626 and $1,288,470 at March 31, 2024 and December 31, 2023, respectively
2,794,752 2,771,818 
Goodwill195,676 195,676 
Intangible assets, net of accumulated amortization of $20,188 and $19,794 at March 31, 2024 and December 31, 2023, respectively
82,412 82,806 
Land held for development452,785 451,010 
Native American development costs47,365 45,879 
Deferred tax asset, net43,391 43,381 
Other assets, net88,766 81,650 
Total assets$3,980,468 $3,954,512 
LIABILITIES AND STOCKHOLDERS’ EQUITY   
Current liabilities:  
Accounts payable$19,517 $25,353 
Accrued interest payable20,094 15,607 
Other accrued liabilities 249,085 280,493 
Current portion of payable pursuant to tax receivable agreement1,166 1,662 
Current portion of long-term debt 17,039 26,104 
Total current liabilities306,901 349,219 
Long-term debt, less current portion 3,429,511 3,301,658 
Other long-term liabilities39,315 39,319 
Payable pursuant to tax receivable agreement, less current portion19,263 20,429 
Total liabilities3,794,990 3,710,625 
Commitments and contingencies (Note 10)
Stockholders’ equity:  
Preferred stock, par value $0.01 per share, 100,000,000 shares authorized; none issued and outstanding
— — 
Class A common stock, par value $0.01 per share, 500,000,000 shares authorized; 59,610,393 and 58,866,439 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively
596 589 
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, 2024 and December 31, 2023
1 1 
Additional paid-in capital5,327 7,345 
Retained earnings129,321 160,904 
Total Red Rock Resorts, Inc. stockholders’ equity 135,245 168,839 
Noncontrolling interest50,233 75,048 
Total stockholders’ equity 185,478 243,887 
Total liabilities and stockholders’ equity$3,980,468 $3,954,512 
The accompanying notes are an integral part of these condensed consolidated financial statements.
3

RED ROCK RESORTS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(amounts in thousands, except per share data)
(unaudited)
Three Months Ended
March 31,
20242023
Operating revenues:
Casino$316,854 $288,240 
Food and beverage93,278 78,147 
Room52,888 43,939 
Other25,877 23,310 
Net revenues488,897 433,636 
Operating costs and expenses:
Casino84,969 71,711 
Food and beverage73,447 60,112 
Room15,871 13,607 
Other7,267 7,712 
Selling, general and administrative104,805 92,505 
Depreciation and amortization44,873 31,095 
Write-downs and other, net2,141 19,619 
333,373 296,361 
Operating income155,524 137,275 
Earnings from joint ventures723 899 
Operating income and earnings from joint ventures156,247 138,174 
Other expense:
Interest expense, net(57,201)(42,456)
Loss on extinguishment/modification of debt(14,402)— 
(71,603)(42,456)
Income before income tax84,644 95,718 
Provision for income tax(6,273)(10,191)
Net income78,371 85,527 
Less: net income attributable to noncontrolling interests35,536 40,851 
Net income attributable to Red Rock Resorts, Inc.$42,835 $44,676 
Earnings per common share (Note 9):
Earnings per share of Class A common stock, basic$0.73 $0.77 
Earnings per share of Class A common stock, diluted$0.68 $0.75 
Weighted-average common shares outstanding:
Basic58,783 57,653 
Diluted103,728 103,190 
The accompanying notes are an integral part of these condensed consolidated financial statements.
4

RED ROCK RESORTS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(amounts in thousands)
(unaudited)
Red Rock Resorts, Inc. Stockholders’ Equity
Common stockAdditional paid-in capitalRetained earningsNoncontrolling interestTotal stockholders’ equity
Class AClass B
SharesAmountSharesAmount
Balances,
December 31, 2023		58,866 $589 45,986 $1 $7,345 $160,904 $75,048 $243,887 
Net income— — — — — 42,835 35,536 78,371 
Share-based compensation— — — — 5,995 — — 5,995 
Distributions— — — — — — (57,482)(57,482)
Dividends— — — — — (74,418)— (74,418)
Stock option exercises and issuance of restricted stock, net761 7 — — (7)— — — 
Withholding tax on share-based compensation(17)— — — (10,875)— — (10,875)
Rebalancing of ownership percentage between the Company and noncontrolling interests in Station Holdco— — — — 2,869 — (2,869)— 
Balances,
March 31, 2024		59,610 $596 45,986 $1 $5,327 $129,321 $50,233 $185,478 


Red Rock Resorts, Inc. Stockholders’ Equity
Common stockAdditional paid-in capitalRetained earningsNoncontrolling interest (deficit)Total stockholders’ equity
Class AClass B
SharesAmountSharesAmount
Balances,
December 31, 2022		58,013 $580 45,986 $1 $— $43,203 $(11,541)$32,243 
Net income— — — — — 44,676 40,851 85,527 
Share-based compensation— — — — 5,384 — — 5,384 
Distributions— — — — — — (11,496)(11,496)
Dividends— — — — — (14,552)— (14,552)
Stock option exercises and issuance of restricted stock, net235 2 — — (2)— — — 
Withholding tax on share-based compensation(29)— — — (3,473)— — (3,473)
Rebalancing of ownership percentage between the Company and noncontrolling interests in Station Holdco— — — — (743)— 743 — 
Balances,
March 31, 2023		58,219 $582 45,986 $1 $1,166 $73,327 $18,557 $93,633 
The accompanying notes are an integral part of these condensed consolidated financial statements.
5


RED ROCK RESORTS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(amounts in thousands)
(unaudited)
Three Months Ended
March 31,
20242023
Cash flows from operating activities: 
Net income
$78,371 $85,527 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization44,873 31,095 
Write-downs and other, net 37 405 
Amortization of debt discount and debt issuance costs2,290 2,367 
Share-based compensation5,875 5,296 
Loss on extinguishment/modification of debt4,430 — 
Deferred income tax(10)(712)
Changes in assets and liabilities:
Receivables, net(665)(450)
Inventories and prepaid expenses(7,936)(5,493)
Accounts payable(6,141)5,443 
Accrued interest payable4,487 (2,133)
Income tax receivable/payable6,235 10,903 
Other accrued liabilities(6,124)8,520 
Other, net739 (246)
Net cash provided by operating activities
126,461 140,522 
Cash flows from investing activities:
Capital expenditures, net of related payables(98,082)(175,499)
Acquisition of land held for development— (2,108)
Native American development costs(1,100)(1,353)
Other, net(813)(1,011)
Net cash used in investing activities
(99,995)(179,971)
















6



RED ROCK RESORTS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(amounts in thousands)
(unaudited)
Three Months Ended
March 31,
20242023
Cash flows from financing activities: 
Borrowings under credit agreements with original maturity dates greater than three
   months		1,915,853 73,000 
Payments under credit agreements with original maturity dates greater than three
   months		(2,284,327)(6,195)
Proceeds from issuance of 6.625% Senior Notes500,000 — 
Payment of debt issuance costs(21,467)— 
Distributions to noncontrolling interests(57,482)(11,496)
Withholding tax on share-based compensation(10,875)(3,473)
Dividends paid(74,085)(15,043)
Payments on tax receivable agreement liability(1,662)(6,632)
Other, net(302)(294)
Net cash (used in) provided by financing activities
(34,347)29,867 
Decrease in cash and cash equivalents
(7,881)(9,582)
Balance, beginning of period137,586 117,289 
Balance, end of period$129,705 $107,707 
Supplemental cash flow disclosures: 
Cash paid for interest, net of $0 and $4,643 capitalized, respectively
$50,441 $42,255 
Non-cash investing and financing activities:
Capital expenditures incurred but not yet paid$36,041 $110,771 
The accompanying notes are an integral part of these condensed consolidated financial statements.
7

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 seven major gaming facilities and ten smaller casino properties (three of which are 50% owned) in the Las Vegas regional market. In December 2023, the Company opened Durango Casino & Resort (“Durango”).
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 March 31, 2024, the Company held 58% of the economic interests and 100% of the voting power in Station Holdco, subject to certain limited exceptions, and is designated as the sole managing member of both Station Holdco and Station LLC. The Company controls and operates all of the business and affairs of Station Holdco and Station LLC, and conducts all of its operations through these entities.
Basis of Presentation
The accompanying condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted pursuant to such rules and regulations, although management believes that the disclosures are adequate to make the information presented not misleading. In the opinion of management, all adjustments necessary for a fair presentation of the results for the interim periods have been made, and such adjustments were of a normal recurring nature. The interim results reflected in these condensed consolidated financial statements are not necessarily indicative of results to be expected for the full fiscal year. These financial statements should be read in conjunction with the audited financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. Certain amounts in the condensed consolidated financial statements for the prior year have been reclassified to be consistent with the current year presentation.
Principles of Consolidation
Station Holdco and Station LLC are variable interest entities, of which the Company is the primary beneficiary. Accordingly, the Company consolidates the financial position and results of operations of Station LLC and its consolidated subsidiaries and Station Holdco, and presents the interests in Station Holdco not owned by Red Rock within noncontrolling interest in the condensed consolidated financial statements. All significant intercompany accounts and transactions have been eliminated. Investments in all 50% or less owned affiliated companies are accounted for using the equity method.
Use of Estimates
The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect amounts reported and disclosed. Actual results could differ from those estimates.
Significant Accounting Policies
A description of the Company’s significant accounting policies is included in the audited financial statements within its Annual Report on Form 10-K for the year ended December 31, 2023.
8

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RED ROCK RESORTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)
Recently Issued Accounting Standards
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280). The ASU is intended to improve disclosures of significant segment expenses by requiring disclosure of significant segment expenses regularly provided to the chief operating decision maker (“CODM”), requiring disclosure of other segment items by reportable segment, extend certain annual disclosures to interim periods, permit more than one measure of segment profit or loss to be reported under certain conditions and requiring disclosure of the CODM’s title and position and how the CODM uses reported measure(s) in assessing segment performance. The amendments are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 and are required to be applied retrospectively to all periods presented. Early adoption is permitted, including adoption in any interim periods for which financial statements have not been issued. The Company is currently evaluating the guidance and its impact to the financial statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740). The ASU is intended to provide more transparency of income tax information through improvements to income tax disclosures, primarily rate reconciliation and income taxes paid. For public entities, the amendments in this update are effective for annual periods beginning after December 15, 2024. Amendments should be applied on a prospective basis. The Company does not anticipate that this ASU will have a material impact on its financial statements.
2.    Noncontrolling Interest in Station Holdco
As discussed in Note 1, Red Rock holds a controlling interest in and consolidates the financial position and results of operations of Station LLC and its subsidiaries and Station Holdco. The interests in Station Holdco not owned by Red Rock are presented within noncontrolling interest in the condensed consolidated financial statements. Entities controlled by Frank J. Fertitta III, the Company’s Chairman of the Board and Chief Executive Officer, and Lorenzo J. Fertitta, the Company’s Vice Chairman of the Board and a vice president of the Company (the “Fertitta Family Entities”), hold 99% of the noncontrolling interest.
The ownership of the LLC Units is summarized as follows:
March 31, 2024December 31, 2023
UnitsOwnership %UnitsOwnership %
Red Rock63,824,290 58.1 %63,027,745 57.8 %
Noncontrolling interest holders45,985,804 41.9 %45,985,804 42.2 %
Total109,810,094 100.0 %109,013,549 100.0 %
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.
3.    Native American Development
The Company, the North Fork Rancheria of Mono Indians (the “Mono”), a federally recognized Native American tribe located near Fresno, California and the North Fork Rancheria Economic Development Authority (the “Authority”) have entered into a Third Amended and Restated Management Agreement (the “Management Agreement”) and a Third Amended and Restated Development Agreement (the “Development Agreement”), each dated as of November 7, 2023. Pursuant to the Development Agreement, the Company has assisted and will assist the Mono and the Authority in developing a gaming and entertainment facility (the “North Fork Project”) to be located in Madera County, California. Pursuant to the Management Agreement, the Company will assist the Mono and the Authority in operating the North Fork Project. The Company purchased a 305-acre parcel of land adjacent to Highway 99 north of the city of Madera (the “North Fork Site”), which was taken into trust for the benefit of the Mono by the Department of the Interior (“DOI”) in February 2013.
As currently contemplated, the North Fork Project is expected to include approximately 2,000 Class III slot machines and additional Class II slot machines, approximately 40 table games and several restaurants. Future development costs of the project are expected to be between $375 million and $425 million. The following table summarizes the Company’s evaluation at March 31, 2024 of each of the critical milestones that it has identified as necessary to complete the North Fork Project. As of January 5, 2024, the date the Mono received the approval of the Management Agreement from the Chair of the National Indian Gaming Commission (“NIGC”), each of these critical milestones has substantially been resolved.
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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 March 31, 2024 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 recognitionFederal 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 compactA 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 DOIThe 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 BIAIn 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 tribeThe North Fork Site was accepted into trust in February 2013.
Approval of management agreement by NIGCIn December 2015, the Mono submitted a Second Amended and Restated Management Agreement, and certain related documents, to the NIGC. In July 2016, the Mono received a deficiency letter from the NIGC seeking additional information concerning the Second Amended and Restated Management Agreement. In March 2018, the Mono submitted the Management Agreement and certain related documents to the NIGC. In June 2018, the Mono received a deficiency letter from the NIGC seeking additional information concerning the Management Agreement. In April 2021, the Mono received an issues letter from the NIGC identifying issues to be addressed prior to approval of the Management Agreement. In September 2022, the Mono received an additional issues letter from the NIGC identifying remaining issues to be addressed prior to approval of the Management Agreement. Following dialogue with the NIGC, the Mono submitted executed North Fork Project agreements to the NIGC in November, 2023. On January 5, 2024, the Chairman of the NIGC approved the Management Agreement.
Gaming licenses:
TypeThe 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 authoritiesThe Mono has entered into memoranda of understanding with the City of Madera, the County of Madera and the Madera Irrigation District under which the Mono agreed to pay one-time and recurring mitigation contributions, subject to certain contingencies. The memoranda of understanding have all been amended to restructure the timing of certain payments due to delays in the development of the North Fork Project.
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RED ROCK RESORTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)
In addition to the critical milestones, there is a remaining unresolved legal matter related to the North Fork Project.
In March 2016, Picayune Rancheria of Chukchansi Indians (“Picayune”) filed a complaint for declaratory relief and petition for writ of mandate in California Superior Court for the County of Madera against Governor Edmund G. Brown, Jr., alleging that the referendum that invalidated the Compact also invalidated Governor Brown’s concurrence with the Secretary of the Interior’s determination that gaming on the North Fork Site would be in the best interest of the Mono and not detrimental to the surrounding community. The complaint seeks to vacate and set aside the Governor’s concurrence and was stayed from December 2016 to September 2021, when the Supreme Court of California denied the Mono’s and the State of California’s petition for review in Stand Up for California! v. Brown. As a result of the denial, litigation of this matter has resumed and a first amended complaint was filed by Picayune in December 2022. Each of the State of California and the Mono filed demurrers challenging the first amended complaint; in July 2023, the State of California’s demurrer was granted and the Mono’s demurrer was denied. The Mono has answered the first amended complaint and each of the Mono and Picayune have filed motions for summary judgment, which motions are fully briefed.
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 March 31, 2024, the Company has paid approximately $62.5 million of reimbursable advances to the Mono, primarily to complete the environmental impact study, purchase the North Fork Site and pay the costs of litigation. The repayment of the advances is expected to come from the proceeds of the North Fork Project’s financing, from cash flows from the North Fork Project’s operations, or from a combination of both. In accordance with the Company’s accounting policy, accrued interest on the advances will not be recognized in income until the carrying amount of the advances has been recovered. The carrying amount of the reimbursable advances was reduced by $15.1 million to fair value upon the Company’s adoption of fresh-start reporting in 2011. At March 31, 2024, the carrying amount of the advances was $47.4 million.
In addition to the reimbursable advances, the Company expects to receive a development fee of 4% of the costs of construction for its development services, which will be paid upon the commencement of gaming operations at the facility. The Management Agreement provides for the Company to receive a management fee of 30% of the North Fork Project’s net income. The repayment of all or a portion of the reimbursable advances is anticipated to be subordinated to the Mono’s debt service obligations under the North Fork Project’s financing. The Management Agreement has 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 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.
The Company expects that, upon termination or expiration of the Development Agreement, the Mono will continue to be obligated to repay any unpaid principal and interest on the advances from the Company. Amounts due to the Company under the Development Agreement and Management Agreement are secured by substantially all of the assets of the North Fork Project except the North Fork Site. In addition, each of the Development Agreement and the Management Agreement contains waivers of the Mono’s sovereign immunity from suit for the purpose of enforcing the agreements or permitting or compelling arbitration and other remedies.
The timing of both the North Fork Project and of the repayment of the reimbursable advances is difficult to predict and is contingent on the achievement of the critical milestones, the financing of the North Fork Project, and the cash flows from the North Fork Project. The Company currently estimates that construction of the North Fork Project may begin in the next six months and estimates that the North Fork Project would be completed and opened for business approximately 15 to 18 months after construction begins. The Company expects to assist the Mono in obtaining financing for the North Fork Project once all necessary critical milestones have been achieved and prior to commencement of construction.
The Company has evaluated the likelihood that the North Fork Project will be successfully completed and opened, and has concluded that the likelihood of successful completion is in the range of 75% to 85% at March 31, 2024. The Company’s evaluation is based on its consideration of all available positive and negative evidence about the status of the North Fork Project, including, but not limited to, the status of required regulatory approvals, as well as the progress being made toward the achievement of any remaining critical milestones, the arrangement of financing for the North Fork Project and the status of any remaining litigation and contingencies. There can be no assurance that all the necessary governmental and regulatory approvals will be obtained, that financing will be obtained, that the financing and/or the cash flows from the North Fork Project will be sufficient to repay the advances, that the North Fork Project will be successfully completed or that future events and circumstances will not change the Company’s estimates of the timing, scope, and potential for successful completion or that any
11

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RED ROCK RESORTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)
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.
4.    Other Accrued Liabilities
Other accrued liabilities consisted of the following (amounts in thousands):
 March 31,
2024		December 31, 2023
Contract and customer-related liabilities:
Unpaid wagers, outstanding chips and other customer-related liabilities$23,174 $23,361 
Advance deposits and future wagers17,093 20,195 
Rewards program liability11,605 11,192 
Other accrued liabilities:
Construction payables and equipment purchase accruals89,838 118,316 
Accrued payroll and related38,604 42,048 
Accrued gaming and related31,690 29,497 
Operating lease liabilities, current portion6,148 6,137 
Other30,933 29,747 
$249,085 $280,493 
Construction payables and equipment purchase accruals at March 31, 2024 and December 31, 2023 included $57.1 million and $100.2 million, respectively, related to the development of Durango.
5.    Long-term Debt
Long-term debt consisted of the following indebtedness of Station LLC (amounts in thousands):
March 31,
2024		December 31, 2023
Term Loan B Facility due March 14, 2031, interest at margin above SOFR or base rate (7.58% at March 31, 2024), net of unamortized discount and deferred costs of $22.6 million at March 31, 2024
$1,547,368 $— 
Term Loan B Facility due February 7, 2027, interest at a margin above SOFR or base rate (7.71% at December 31, 2023), net of unamortized discount and deferred issuance costs of $15.9 million at December 31, 2023
— 1,442,054 
Term Loan A Facility due February 7, 2025, interest at a margin above SOFR or base rate (6.96% at December 31, 2023), net of unamortized discount and deferred issuance costs of $0.6 million at December 31, 2023
— 152,955 
Revolving Credit Facility due March 14, 2029, interest at a margin above SOFR or base rate (6.83% at March 31, 2024)
185,000 — 
Revolving Credit Facility due February 7, 2025, interest at a margin above SOFR or base rate (6.96% at December 31, 2023)
— 512,000 
6.625% Senior Notes due March 14, 2032, net of unamortized deferred issuance costs of $6.7 million at March 31, 2024
493,324 — 
4.625% Senior Notes due December 1, 2031, net of unamortized deferred issuance costs of $4.9 million at March 31, 2024 and December 31, 2023
495,136 495,006 
4.50% Senior Notes due February 15, 2028, net of unamortized discount and deferred issuance costs of $4.4 million and $4.7 million at March 31, 2024 and December 31, 2023, respectively
686,387 686,129 
Other long-term debt, weighted-average interest of 3.88% at March 31, 2024 and December 31, 2023, net of unamortized discount and deferred issuance costs of $0.1 million at March 31, 2024 and December 31, 2023
39,335 39,618 
Total long-term debt3,446,550 3,327,762 
Current portion of long-term debt(17,039)(26,104)
Total long-term debt, net$3,429,511 $3,301,658 
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Table of Contents
RED ROCK RESORTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)
Credit Facility
On March 14, 2024, Station LLC entered into an amended and restated credit agreement (the “Credit Agreement”), which amended and restated the existing credit agreement and pursuant to which the Company repaid all loans outstanding under the existing credit agreement and (a) incurred (i) a new senior secured term “B” loan facility in an aggregate principal amount of $1,570.0 million (the “New Term B Facility” and the term “B” loans funded thereunder, the “New Term B Loan”) and (ii) a new senior secured revolving credit facility in an aggregate principal amount of $1,100.0 million (the “New Revolving Credit Facility” and, together with the New Term B Facility, the “New Credit Facilities”), and (b) made certain other amendments to the existing credit agreement, including the extinguishment of the existing term loan “A” facility. The New Revolving Credit Facility will mature on March 14, 2029 and the New Term B Facility will mature on March 14, 2031.
Borrowings under the New Credit Facilities bear interest at a rate per annum, at Station LLC’s option, equal to either the forward-looking Secured Overnight Financing Rate term (“Term SOFR”) or a base rate determined by reference to the highest of (i) the federal funds rate plus 0.50%, (ii) the administrative agent’s “prime rate” and (iii) the one-month Term SOFR rate plus 1.00%, in each case plus an applicable margin. Such applicable margin is, in the case of the New Term B Loan, 2.25% per annum in the case of any Term SOFR loan and 1.25% in the case of any base rate loan. The applicable margin in the case of the New Revolving Credit Facility is shown below:
Revolving Credit Facility due March 14, 2029
Consolidated Senior Secured Net Leverage RatioSOFRBase Rate
Greater than 3.00 to 1.001.75 %0.75 %
Equal to or less than 3.00 to 1.001.50 %0.50 %
The New Credit Facilities contain a number of customary covenants, including requirements that Station LLC maintain throughout the term of such facilities and measured as of the end of each quarter, a maximum total secured net leverage ratio of 5.00 to 1.00. A breach of the financial ratio covenants shall only become an event of default if not cured and a Covenant Facility Acceleration has occurred. Management believes the Company was in compliance with all applicable covenants at March 31, 2024.
Revolving Credit Facility
At March 31, 2024, Station LLC’s borrowing availability under the New Revolving Credit Facility, subject to continued compliance with the terms of the facility, was $871.1 million, which was net of $185.0 million in outstanding borrowings and $43.9 million in outstanding letters of credit and similar obligations.
6.625% Senior Notes
On March 14, 2024, Station LLC issued $500.0 million in aggregate principal amount of 6.625% senior notes due 2032 (the “6.625% Senior Notes”) pursuant to an indenture dated as of March 14, 2024, among Station LLC, the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee. The net proceeds of the sale of the 6.625% Senior Notes together with the borrowings under the New Term B Loan were used (i) to refinance all loans and commitments outstanding under the Credit Facility, (ii) to pay fees and costs associated with such transactions and (iii) for general corporate purposes. Interest on the 6.625% Senior Notes will be paid every six months in arrears on March 15 and September 15, commencing on September 15, 2024. The Company capitalized $6.7 million in new costs associated with the 6.625% Senior Notes, which were primarily lender fees.
The indenture governing the 6.625% Senior Notes contains a number of customary covenants that, among other things and subject to certain exceptions, restrict the ability of Station LLC and its restricted subsidiaries to incur or guarantee additional indebtedness; issue disqualified stock or create subordinated indebtedness that is not subordinated to the 6.625% Senior Notes; create liens; engage in mergers, consolidations or asset dispositions; enter into certain transactions with affiliates; engage in lines of business other than its core business and related businesses; make investments or pay dividends or distributions (other than customary tax distributions); or create restrictions on dividends or other payments by our restricted subsidiaries. These covenants are subject to a number of exceptions and qualifications as set forth in the indenture. The indenture governing the 6.625% Senior Notes also provides for events of default which, if any of them occurs, would permit or require the principal of and accrued interest on such 6.625% Senior Notes to be declared due and payable.
Interest Rate Collars
In April 2024, the Company entered into two interest rate collars with a total notional amount of $750.0 million.
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Table of Contents
RED ROCK RESORTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)
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):
March 31,
2024		December 31, 2023
Aggregate fair value$3,392 $3,245 
Aggregate carrying amount3,447 3,328 
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.
6.    Stockholders’ Equity    
Net Income 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 and transfers from (to) noncontrolling interests (amounts in thousands):
Three Months Ended
March 31,
20242023
Net income attributable to Red Rock Resorts, Inc.$42,835 $44,676 
Transfers from (to) noncontrolling interests:
Rebalancing of ownership percentage between the Company and noncontrolling interests in Station Holdco 2,869 (743)
Net transfers from (to) noncontrolling interests2,869 (743)
Change from net income attributable to Red Rock Resorts, Inc. and net transfers from (to) noncontrolling interests$45,704 $43,933 
Dividends and Distributions
During each of the three-month periods ended March 31, 2024 and 2023, the Company declared and paid quarterly cash dividends of $0.25 per share of Class A common stock, which included $2.1 million paid to Fertitta Family Entities.
Prior to the payment of the $0.25 per share dividends, during the three months ended March 31, 2024 and 2023, Station Holdco paid quarterly distributions to noncontrolling interest holders of $11.5 million, which included $11.3 million paid to Fertitta Family Entities.
On May 7, 2024, the Company announced that it would pay a dividend of $0.25 per share to Class A shareholders of record as of June 14, 2024 to be paid on June 28, 2024. 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.
Special Dividends
In February 2024, the Company declared a special cash dividend of $1.00 per share of Class A common stock to shareholders of record as of February 22, 2024, which was paid on March 4, 2024, and included $8.5 million paid to Fertitta Family Entities. Prior to the payment of the special dividend, Station Holdco made a cash distribution to all LLC unit holders, including the Company, of $1.00 per unit, of which $45.4 million was paid to Fertitta Family Entities.
Equity Repurchase Program
The Company’s board of directors has authorized $600 million for repurchases of Class A common stock under the Company’s equity repurchase program through June 30, 2024. The Company made no repurchases during the three months ended March 31, 2024 and 2023 under the program. At March 31, 2024, the remaining amount authorized for repurchases under the program was $312.9 million. On May 2, 2024, the Company’s board of directors extended the expiration date of the equity repurchase program to December 31, 2025.
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RED ROCK RESORTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)
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 23.8 million shares of Class A common stock are reserved for issuance under the plan, of which approximately 12.3 million shares were available for issuance at March 31, 2024.
The following table presents information about the Company’s share-based compensation awards:
Restricted Class A
 Common Stock		Stock Options
SharesWeighted-average grant date fair valueSharesWeighted-average exercise price
Outstanding at January 1, 2024422,684 $42.39 6,179,510 $33.35 
Activity during the period:
Granted182,542 58.50 712,772 58.50 
Vested/exercised (a)(66,481)31.92 (1,375,607)25.66 
Forfeited/expired— — (22,636)41.37 
Antidilution adjustment (b)— $— 101,083 n/m
Outstanding at March 31, 2024538,745 $49.14 5,595,122 $37.81 
_______________________________________________________________
(a)Stock options exercised included 796,877 options that were not converted into shares due to net share settlements to cover the aggregate exercise price and employee withholding taxes.
(b)As a result of the special dividend paid in March 2024, all outstanding stock option awards were adjusted to decrease the exercise price of the options and increase the number of shares issuable under the awards pursuant to an antidilution provision in the Equity Incentive Plan.
The Company recognized share-based compensation expense of $5.9 million and $5.3 million for the three months ended March 31, 2024 and 2023, respectively. At March 31, 2024, unrecognized share-based compensation cost was $71.2 million, which is expected to be recognized over a weighted-average period of 3.0 years.
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 Company’s effective tax rate for the three months ended March 31, 2024 was 7.4%, as compared to 10.7% for the three months ended March 31, 2023. The Company’s effective tax rate for the three months ended March 31, 2024 differs from the 21% statutory rate primarily because its effective tax rate includes a rate benefit attributable to the fact that Station Holdco operates as a limited liability company, which is not subject to federal income tax. Accordingly, the Company is not taxed on the portion of Station Holdco’s income attributable to noncontrolling interests. Additionally, the effective tax rate is impacted by the permanent tax benefit attributable to the stock compensation activity from Station Holdco.
As a result of the Company’s 2016 initial public offering (“IPO”) and certain reorganization transactions, the Company recorded a net deferred tax asset resulting from the outside basis difference of its interest in Station Holdco. The Company also recorded a deferred tax asset for its liability related to payments to be made pursuant to the tax receivable agreement (“TRA”) representing 85% of the tax savings the Company expects to realize from the amortization deductions associated with the step-up in the basis of depreciable assets under Section 754 of the Internal Revenue Code. This deferred tax asset will be recovered as cash payments are made to the TRA participants. In addition, the Company records deferred tax assets related to net operating losses and other tax attributes, as applicable.
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Table of Contents
RED ROCK RESORTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)
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 (a likelihood of more than 50%) that the Company’s deferred tax assets will be realized.
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 March 31, 2024 and December 31, 2023, the Company’s liability under the TRA was $20.4 million and $22.1 million, respectively, of which $5.6 million and $6.0 million, respectively, was payable to Fertitta Family Entities. No LLC Units were exchanged during the three months ended March 31, 2024 or 2023. During the three months ended March 31, 2024 the Company made payments on the TRA liability of $1.7 million and expects to pay $1.2 million of the TRA liability within the next twelve months.
The timing and amount of aggregate payments due under the TRA may vary based on a number of factors, including the amount and timing of the taxable income the Company generates each year and the tax rate then applicable. The payment obligations under the TRA are Red Rock’s obligations and are not obligations of Station Holdco or Station LLC. Payments are generally due within a specified period of time following the filing of the Company’s annual tax return and interest on such payments will accrue from the original due date (without extensions) of the income tax return until the date paid. Payments not made within the required period after the filing of the income tax return generally accrue interest.
The TRA will remain in effect until all such tax benefits have been utilized or expired, unless the Company exercises its right to terminate the TRA. The TRA will also terminate if the Company breaches its obligations under the TRA or upon certain mergers, asset sales or other forms of business combinations, or other changes of control. If the Company exercises its right to terminate the TRA, or if the TRA is terminated early in accordance with its terms, the Company’s payment obligations would be accelerated based upon certain assumptions, including the assumption that the Company would have sufficient future taxable income to utilize such tax benefits, and may substantially exceed the actual benefits, if any, the Company realizes in respect of the tax attributes subject to the TRA.
9.    Earnings Per Share
Basic earnings per share is calculated by dividing net income attributable to Red Rock by the weighted-average number of shares of Class A common stock outstanding during the period. The calculation of diluted earnings per share gives effect to all potentially dilutive shares, including shares issuable pursuant to outstanding stock options and nonvested restricted shares of Class A common stock, based on the application of the treasury stock method, and outstanding Class B common stock that is exchangeable, along with an equal number of LLC Units, for Class A common stock, based on the application of the if-converted method. Dilutive shares included in the calculation of diluted earnings per share for the three months ended March 31, 2024 and 2023 represented 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.
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Table of Contents
RED ROCK RESORTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)
A reconciliation of the numerator and denominator used in the calculation of basic and diluted earnings per share is presented below (amounts in thousands):
Three Months Ended
March 31,
20242023
Net income$78,371 $85,527 
Less: net income attributable to noncontrolling interests(35,536)(40,851)
Net income attributable to Red Rock, basic42,835 44,676 
Effect of dilutive securities28,074 32,272 
Net income attributable to Red Rock, diluted$70,909 $76,948 
Three Months Ended
March 31,
20242023
Weighted average shares of Class A common stock outstanding, basic58,783 57,653 
Effect of dilutive securities44,945 45,537 
Weighted average shares of Class A common stock outstanding, diluted103,728 103,190 
The calculation of diluted earnings per share of Class A common stock excluded the following potentially dilutive securities that were outstanding at March 31, 2024 and 2023, respectively, because their inclusion would have been antidilutive (amounts in thousands):
Three Months Ended
March 31,
20242023
Stock options2,173 2,392 
Unvested restricted shares of Class A common stock173 220 
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.
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. The Company does not believe there are any legal matters outstanding that would have a material impact on its financial condition or results of operations.
11.    Segments
The Company views each of its Las Vegas casino properties and each of its Native American management arrangements as an individual operating segment. The Company aggregates all of its Las Vegas operating segments into one reportable segment because all of its Las Vegas properties offer similar products, cater to the same customer base, have the same regulatory and tax structure, share the same marketing techniques, are directed by a centralized management structure and have similar economic characteristics. The Company also aggregates its Native American management arrangements into one reportable segment. There was no Native American management activity in the current or prior year periods.
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Table of Contents
RED ROCK RESORTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)
The Company utilizes adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) as its primary performance measure. The Company’s segment information and a reconciliation of net income to Adjusted EBITDA are presented below (amounts in thousands).
Three Months Ended
March 31,
20242023
Net revenues
Las Vegas operations:
Casino$316,854 $288,240 
Food and beverage93,278 78,147 
Room52,888 43,939 
Other (a)22,547 19,723 
Las Vegas operations net revenues485,567 430,049 
Corporate and other3,330 3,587 
Net revenues$488,897 $433,636 
Net income$78,371 $85,527 
Adjustments
Depreciation and amortization44,873 31,095 
Share-based compensation5,875 5,296 
Write-downs and other, net2,141 19,619 
Interest expense, net57,201 42,456 
Loss on extinguishment/modification of debt14,402 — 
Provision for income tax6,273 10,191 
Adjusted EBITDA (b)$209,136 $194,184 
Adjusted EBITDA
Las Vegas operations$229,759 $214,089 
Corporate and other(20,623)(19,905)
Adjusted EBITDA$209,136 $194,184 
_______________________________________________________________
(a)Includes tenant lease revenue of $7.7 million and $5.8 million for the three months ended March 31, 2024 and 2023, respectively. Revenue from tenant leases is accounted for under the lease accounting guidance and included in Other revenues in the Company’s Condensed Consolidated Statements of Income.
(b)Adjusted EBITDA for the three months ended March 31, 2024 and 2023 includes net income plus depreciation and amortization, share-based compensation, write-downs and other, net (including gains and losses on asset disposals, preopening and development, business innovation and technology enhancements, demolition costs and non-routine items), interest expense, net, loss on extinguishment/modification of debt and provision for income tax.
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Item 2.    
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following Management’s Discussion and Analysis of the Financial Condition and Results of Operations (the “MD&A”) of Red Rock Resorts, Inc. (“we,” “our,” “us,” “Red Rock” or the “Company”) is intended to help the reader understand the Company’s financial condition and results of operations. The MD&A is provided as a supplement to and should be read in conjunction with our condensed consolidated financial statements and related notes (the “Condensed Consolidated Financial Statements”) included in Part I, Item 1 of this Quarterly Report on Form 10-Q, and with our audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2023.
Overview
Red Rock was formed as a Delaware corporation in 2015 to own an indirect equity interest in and manage Station Casinos LLC (“Station LLC”), a Nevada limited liability company. Station LLC is a gaming, development and management company established in 1976 that owns and operates seven major gaming and entertainment facilities and ten smaller casino properties (three of which are 50% owned) in the Las Vegas regional market. In December 2023, we opened Durango Casino & Resort (“Durango”).
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 March 31, 2024, we held 58% of the economic interests and 100% of the voting power in Station Holdco, subject to certain limited exceptions, and we are designated as the sole managing member of both Station Holdco and Station LLC. We control and operate all of the business and affairs of Station Holdco and Station LLC, and conduct all of our operations through these entities. Other than assets and liabilities related to income taxes and the tax receivable agreement, our only material assets are our equity interest in Station Holdco, our voting interest in Station LLC and a note receivable from Station LLC. We have no operations outside of our management of Station Holdco and Station LLC.
Our Condensed Consolidated Financial Statements reflect the consolidation of Station LLC and its consolidated subsidiaries, and Station Holdco. The financial position and results of operations attributable to LLC Units we do not own are reported separately as noncontrolling interest.
Our principal source of revenue and operating income is gaming, and our non-gaming offerings include restaurants, hotels and other entertainment amenities. Approximately 80% to 85% of our casino revenue is generated from slot play. The majority of our revenue is cash-based and as a result, fluctuations in our revenues have a direct impact on our cash flows from operations. Because our business is capital intensive, we rely heavily on the ability of our properties to generate operating cash flow to repay debt financing and fund capital expenditures.
A significant portion of our business is dependent upon customers who live and/or work in the Las Vegas metropolitan area. In March 2024, the unemployment rate in the Las Vegas metropolitan area was 5.1% as compared to 5.7% in March 2023. Statewide, the unemployment rate for March 2024 was 5.1% as compared to 5.5% in March 2023. In March 2024, the median price of an existing single-family home in Las Vegas according to the Las Vegas Realtors® was $465,000, up 9.4% from $425,000 in March 2023. In light of uncertainty in the economic outlook stemming from inflation, higher interest rates, increased energy costs and increased geo-political and regional conflicts, we cannot predict whether the trend in unemployment or the trend in housing prices in the Las Vegas area will continue.
We have continued to experience favorable customer trends, including consistent visitation from our guests and strong spend per visit across the majority of our properties. These trends, in combination with our operational discipline and our focus on our core local guests, as well as regional and out of town guests, continued to drive consistent operating results in 2024. However, we cannot predict whether these trends will continue, nor can we predict the extent to which impacts of inflation, increased energy costs and interest rate fluctuations may affect our business in the future.
Information about our results of operations is included herein and in the notes to our Condensed Consolidated Financial Statements.
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Key Performance Indicators
We use certain key indicators to measure our performance.
Gaming revenue measures:
•Slot handle, table game drop and race and sports write are measures of volume. Slot handle represents the dollar amount wagered in slot machines, and table game drop represents the total amount of cash and net markers issued that are deposited in table game drop boxes.
•Win represents the amount of wagers retained by us.
•Hold represents win as a percentage of slot handle, table game drop or race and sports write.
As our customers are primarily Las Vegas residents, our hold percentages are generally consistent from period to period. Fluctuations in our casino revenue are primarily due to the volume and spending levels of customers at our properties.
Food and beverage revenue measures:
•Average guest check is a measure of food sales volume and product offerings at our restaurants, and represents the average amount spent per customer visit.
•Number of guests served is an indicator of volume.
Room revenue measures:
•Occupancy is calculated by dividing occupied rooms, including complimentary rooms, by rooms available.
•Average daily rate (“ADR”) is calculated by dividing room revenue, which includes the retail value of complimentary rooms, by rooms occupied, including complimentary rooms.
•Revenue per available room is calculated by dividing room revenue by rooms available.
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Results of Operations
Information about our results of operations is presented below (amounts in thousands):
 Three Months Ended March 31,Percent
change
 20242023
Net revenues$488,897 $433,636 12.7 %
Operating income155,524 137,275 13.3 %
Casino revenues316,854 288,240 9.9 %
Casino expenses84,969 71,711 18.5 %
Margin73.2 %75.1 %
Food and beverage revenues93,278 78,147 19.4 %
Food and beverage expenses73,447 60,112 22.2 %
Margin21.3 %23.1 %
Room revenues52,888 43,939 20.4 %
Room expenses15,871 13,607 16.6 %
Margin70.0 %69.0 %
Other revenues25,877 23,310 11.0 %
Other expenses7,267 7,712 (5.8)%
Selling, general and administrative expenses104,805 92,505 13.3 %
Percent of net revenues21.4 %21.3 %
Depreciation and amortization44,873 31,095 44.3 %
Write-downs and other, net2,141 19,619 n/m
Interest expense, net57,201 42,456 34.7 %
Loss on extinguishment/modification of debt14,402 — n/m
Net income attributable to noncontrolling interests35,536 40,851 (13.0)%
Provision for income tax6,273 10,191 (38.4)%
Net income attributable to Red Rock42,835 44,676 (4.1)%
_______________________________________________________________
n/m = Not meaningful
We view each of our Las Vegas casino properties as an individual operating segment. We aggregate all of our Las Vegas operating segments into one reportable segment because all of our Las Vegas properties offer similar products, cater to the same customer base, have the same regulatory and tax structure, share the same marketing programs, are directed by a centralized management structure and have similar economic characteristics. We also aggregate our Native American management arrangements into one reportable segment. There was no Native American management activity in the current or prior year periods. The results of operations for our Las Vegas operations are discussed in the remaining sections below.
Net Revenues. Net revenues for the three months ended March 31, 2024 increased by $55.3 million to $488.9 million, as compared to $433.6 million for the prior year period. Contributing to our year over year increase is our Durango property which opened on December 5, 2023. For the three months ended March 31, 2024, our casino revenue, food and beverage, room and other revenues increased by 9.9%, 19.4%, 20.4% and 11.0%, respectively, as compared to the same period in 2023.
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Operating Income. For the three months ended March 31, 2024, our operating income was $155.5 million compared to $137.3 million for the prior year period. Our Durango property contributed to the year over year increase in operating income. Additional information about factors impacting our operating income is included below.
Casino. Casino revenues increased by 9.9% for the three months ended March 31, 2024 as compared to the prior year period. For the three months ended March 31, 2024 as compared to the prior year period, our slot handle increased by 9.2%, table games drop increased by 50.3% and race and sports write decreased by 1.5%. For the three months ended March 31, 2024 our slot hold was consistent, while our tables games and race and sports hold decreased by 3.5% and 2.0%, respectively, all as compared to the prior year period. Casino expenses increased by 18.5% for the three months ended March 31, 2024 as compared to the prior year period, primarily due to our Durango property.
Food and Beverage. Food and beverage includes revenue and expenses from our restaurants, bars and catering. For the three months ended March 31, 2024, food and beverage revenue increased by 19.4% as compared to the same period in the prior year due to additional food and beverage offerings. For the three months ended March 31, 2024, the average guest check increased by 11.5% and the number of restaurant guests served increased by 8.4% as compared to the prior year period. Food and beverage expenses for three months ended March 31, 2024 as compared to the prior year period increased by 22.2%, primarily due to our Durango property.
Room.  For the three months ended March 31, 2024, room revenues increased by 20.4%, and room expenses increased by 16.6% as compared to the prior year period. Room expenses were higher for the three months ended March 31, 2024 as compared to the prior year period commensurate with higher revenues and increased occupancy.
Information about our hotel operations is presented below:
Three Months Ended March 31,
 20242023
Occupancy88.0 %87.0 %
Average daily rate$216.69 $198.38 
Revenue per available room$190.57 $172.45 
For the three months ended March 31, 2024, our ADR increased by 9.2%, our revenue per available room improved by 10.5% and our occupancy rate improved by 1.0% percentage point as compared to the prior year period due to increased demand.
Other.  Other primarily represents revenues from tenant leases, retail outlets, bowling, spas, and entertainment, and their corresponding expenses. For the three months ended March 31, 2024, other revenues increased by 11.0% as compared to the prior year period, primarily driven by additional leased outlets. For the same period, other expenses decreased by 5.8%.
Selling, General and Administrative (“SG&A”). SG&A expenses increased by 13.3% to $104.8 million for the three months ended March 31, 2024 as compared to $92.5 million for the prior year period. The increase in SG&A expenses as compared to the prior year period was primarily due to our Durango property. As a percentage of net revenue, SG&A expenses for the three months ended March 31, 2024 were effectively flat as compared to the prior year period as we continued to focus on operational efficiencies and cost control.
Depreciation and Amortization.  For the three months ended March 31, 2024, depreciation and amortization expense increased to $44.9 million as compared to $31.1 million for the prior year period. The increase for 2024 was primarily due to higher depreciation expense associated with Durango’s assets placed in service in December 2023.
Write-downs and Other, net. For the three months ended March 31, 2024, write-downs and other, net totaled $2.1 million, primarily comprising development and preopening expenses and business innovation development expenses. For the three months ended March 31, 2023, write-downs and other, net totaled $19.6 million, primarily comprising preopening and development expenses, demolition costs associated with our closed properties and business innovation development expenses.
Interest Expense, net.  Interest expense, net increased to $57.2 million for the three months ended March 31, 2024, as compared to $42.5 million, for the same period in 2023. The increase in interest expense was due to higher variable interest rates applicable to our credit facility for the current year period. We expect that the interest rates on our credit facility may continue to vary in response to macroeconomic conditions. On March 14, 2024, we completed a series of refinancing transactions pursuant to which we entered into an amended and restated credit agreement (the “Credit Agreement”) and issued $500 million of 6.625% senior notes due 2032 (the “6.625% Senior Notes”). The proceeds of the 6.625% Senior Notes, together
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with borrowings under the Credit Agreement, were used to repay all amounts outstanding under our existing credit facility, pay fees and costs associated with the transactions, and for general corporate purposes. See Note 5 to the Condensed Consolidated Financial Statements for additional information about the refinancing transactions as well as our other long-term debt.
Provision for Income Tax. For the three months ended March 31, 2024, we recognized a provision for income tax of $6.3 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 or benefit from a taxable loss, and therefore our effective tax rate of 7.4% for the three months ended March 31, 2024 was less than the statutory rate. We recognized income tax expense of $10.2 million for the three months ended March 31, 2023.
Net Income Attributable to Noncontrolling Interests. Net income attributable to noncontrolling interests for the three months ended March 31, 2024 and 2023 represented the portion of net income attributable to the ownership interest in Station Holdco not held by us.
Adjusted EBITDA
Adjusted EBITDA for the three months ended March 31, 2024 and 2023 for our two reportable segments and a reconciliation of net income to Adjusted EBITDA are presented below (amounts in thousands). The Las Vegas operations segment includes all of our Las Vegas casino properties and the Native American management segment includes our Native American management arrangements. There was no Native American management activity in the current or prior year periods.
Three Months Ended
March 31,
20242023
Net revenues
Las Vegas operations$485,567 $430,049 
Corporate and other3,330 3,587 
Net revenues$488,897 $433,636 
Net income$78,371 $85,527 
Adjustments
Depreciation and amortization44,873 31,095 
Share-based compensation5,875 5,296 
Write-downs and other, net2,141 19,619 
Interest expense, net57,201 42,456 
Loss on extinguishment/modification of debt14,402 — 
Provision for income tax6,273 10,191 
Adjusted EBITDA$209,136 $194,184 
Adjusted EBITDA
Las Vegas operations$229,759 $214,089 
Corporate and other(20,623)(19,905)
Adjusted EBITDA$209,136 $194,184 
The year-over-year changes in Adjusted EBITDA were due to the factors described within Results of Operations above.
Adjusted EBITDA is a non-GAAP measure that is presented solely as a supplemental disclosure. We believe that Adjusted EBITDA is a widely used measure of operating performance in our industry and is a principal basis for valuation of gaming companies. We believe that in addition to net income, Adjusted EBITDA is a useful financial performance measurement for assessing our operating performance because it provides information about the performance of our ongoing core operations. Adjusted EBITDA for the three months ended March 31, 2024 and 2023 includes net income plus depreciation and amortization, share-based compensation, write-downs and other, net (including gains and losses on asset disposals, preopening and development, business innovation and technology enhancements, demolition costs and non-routine items), interest expense, net, loss on extinguishment/modification of debt and provision for income tax.
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To evaluate Adjusted EBITDA and the trends it depicts, the components should be considered. Each of these components can significantly affect our results of operations and should be considered in evaluating our operating performance, and the impact of these components cannot be determined from Adjusted EBITDA. Adjusted EBITDA does not represent net income or cash flows from operating, investing or financing activities as defined by GAAP and should not be considered as an alternative to net income as an indicator of our operating performance. Additionally, Adjusted EBITDA does not consider capital expenditures and other investing activities and should not be considered as a measure of our liquidity. It should be noted that not all gaming companies that report EBITDA or adjustments to this measure may calculate EBITDA or such adjustments in the same manner as we do, and therefore, our measure of Adjusted EBITDA may not be comparable to similarly titled measures used by other gaming companies.
Holding Company Financial Information
The indentures governing the 4.50% Senior Notes, 4.625% Senior Notes and 6.625% 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, the liability associated with the tax receivable agreement (“TRA”) and a note receivable from Station LLC.
At March 31, 2024, 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 $4.5 million, $8.2 million of income tax receivable, $43.4 million of deferred tax assets, net, and a $34.5 million note receivable from Station LLC, which are solely assets of the Holding Company, and liabilities that are solely the Holding Company’s, consisting of a $20.4 million liability under the TRA, of which $1.2 million is expected to be paid in the next twelve months and $4.0 million of other liabilities. The Holding Company’s $34.5 million intercompany note receivable from Station LLC is eliminated in consolidation. At December 31, 2023, the Holding Company had cash of $0.2 million, $14.4 million of income tax receivable, $43.4 million of deferred tax assets, net, and a $34.0 million note receivable from Station LLC, which are solely assets of the Holding Company, and liabilities that are solely the Holding Company’s, consisting of a $22.1 million liability under the TRA, of which $1.7 million was current, and $3.3 million of other liabilities.
For the three months ended March 31, 2024 and 2023, the difference between the statement of income from Station LLC and its consolidated subsidiaries and the statement of income for the Holding Company is that the Holding Company had a net loss of $5.8 million and $10.2 million, respectively, primarily representing provision for income taxes.
Liquidity and Capital Resources
The following financial condition, capital resources and liquidity discussion contains certain forward-looking statements with respect to our business, financial condition, results of operations, dispositions, acquisitions, expansion projects and issuances of debt and equity, 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, 2023.
At March 31, 2024, we had $129.7 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 March 31, 2024, Station LLC’s borrowing availability under the revolving credit facility was $871.1 million, which was net of $185.0 million in outstanding borrowings and $43.9 million in outstanding letters of credit and similar obligations.
On March 14, 2024, Station LLC entered into an amended and restated credit agreement (the “Credit Agreement”), which amended and restated the existing credit agreement and pursuant to which Station LLC repaid all loans outstanding under the existing credit agreement and (a) incurred (i) a new senior secured term “B” loan facility in an aggregate principal amount of $1,570.0 million (the “New Term B Facility” and the term “B” loans funded thereunder, the “New Term B Loan”) and (ii) a new senior secured revolving credit facility in an aggregate principal amount of $1,100.0 million (the “New Revolving Credit Facility” and, together with the New Term B Facility, the “New Credit Facilities”), and (b) made certain other amendments to the existing credit agreement, including the extinguishment of the existing term loan “A” facility. The New Revolving Credit
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Facility will mature on March 14, 2029 and the New Term B Facility will mature on March 14, 2031. Borrowings under the New Credit Facilities bear interest at a rate per annum, at our option, equal to either the forward-looking Secured Overnight Financing Rate term (“Term SOFR”) or a base rate determined by reference to the highest of (i) the federal funds rate plus 0.50%, (ii) the administrative agent’s “prime rate” and (iii) the one-month Term SOFR rate plus 1.00%, in each case plus an applicable margin. Such applicable margin is, in the case of the New Term B Loan, 2.25% per annum in the case of any Term SOFR loan and 1.25% in the case of any base rate loan.
In addition, on March 14, 2024, we issued $500.0 million in aggregate principal amount of 6.625% Senior Notes pursuant to an indenture dated as of March 14, 2024, among Station LLC, the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee. The net proceeds of the sale of the 6.625% Senior Notes together with the borrowings under the New Term B Loan were used (i) to refinance all loans and commitments outstanding under the existing credit agreement, (ii) to pay fees and costs associated with such transactions and (iii) for general corporate purposes. Interest on the 6.625% Senior Notes will be paid every six months in arrears on March 15 and September 15, commencing on September 15, 2024. See Note 5 to the Condensed Consolidated Financial Statements for additional information about our long-term debt.
Our primary capital requirements for the near term are expected to be related to the operation and maintenance of our properties, debt service payments, dividends and distributions. Our anticipated uses of cash for the remainder of 2024 include (i) approximately $75 million to $135 million for capital expenditures, including amounts to close out our Durango project, (ii) required principal and interest payments on Station LLC’s indebtedness totaling $12.8 million and $168.9 million, respectively, (iii) dividends to our Class A common stockholders, including approximately $14.9 million to be paid in June 2024, and (iv) distributions to noncontrolling interest holders of Station Holdco, including approximately $11.5 million to be paid in June 2024 and including “tax distributions” that may be made quarterly when required and in amounts that may vary from quarter to quarter. Other payment obligations include salaries, wages and employee benefits, service contracts, property taxes, insurance and other obligations.
Our board of directors has authorized $600.0 million for repurchases of Class A common stock under our equity repurchase program through June 30, 2024. On May 2, 2024, our board of directors extended the expiration date of the equity repurchase program to December 31, 2025. We are not obligated to repurchase any shares under the program. Subject to applicable laws and the provisions of any agreements restricting our ability to do so, repurchases may be made at our discretion from time to time through open market purchases, negotiated transactions or tender offers, depending on market conditions and other factors. We made no repurchases of Class A common stock during the three months ended March 31, 2024 under the program. At March 31, 2024, we had $312.9 million of remaining repurchases authorized under the program. From time to time, we may also seek to repurchase our outstanding indebtedness. Any such purchases may be funded by existing cash balances or the incurrence of debt, including borrowings under our credit facility. The amount and timing of any repurchases will be based on business and market conditions, capital availability, compliance with debt covenants and other considerations.
We expect that cash on hand, cash generated from operations and borrowings available under the credit facility will be sufficient to fund our operations and capital requirements and service our outstanding indebtedness for the next twelve months. We regularly assess our projected cash requirements for capital expenditures, repayment of debt obligations, and payment of other general corporate and operational needs. In the long term, we expect that we will fund our capital requirements with a combination of cash generated from operations, borrowings under the credit facility and the issuance of debt or equity as market conditions may permit. However, our cash flow and ability to obtain debt or equity financing on terms that are satisfactory to us, or at all, may be affected by a variety of factors, including competition, general economic and business conditions and financial markets. As a result, we cannot provide any assurance that we will generate sufficient income and liquidity to meet all of our liquidity requirements or other obligations.
Following is a summary of our cash flow information (amounts in thousands):
 Three Months Ended
March 31,
 20242023
Net cash provided by (used in):
Operating activities$126,461 $140,522 
Investing activities(99,995)(179,971)
Financing activities(34,347)29,867 
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Cash Flows from Operations
Our operating cash flows primarily consist of operating income or loss generated by our properties (excluding depreciation and other non-cash charges), interest and income tax payments, and changes in working capital accounts such as inventories, prepaid expenses, receivables and payables. The majority of our revenue is generated from our slot machine and table game play, which is conducted primarily on a cash basis. Our food and beverage, room and other revenues are also primarily cash-based. As a result, fluctuations in our revenues have a direct impact on our cash flow from operations.
For the three months ended March 31, 2024, net cash provided by operating activities was $126.5 million as compared to $140.5 million for the prior year period. Cash flows from operating activities for the three months ended March 31, 2024 and 2023 included $50.4 million and $42.3 million in interest payments, respectively. For the three months ended March 31, 2024, we also paid $10.0 million in fees and costs related to debt modification. In addition, our operating cash flows for the three months ended March 31, 2024 decreased as compared to the prior year period due to changes in working capital accounts. Information about our operating activities is presented within Results of Operations above.
Cash Flows from Investing Activities
For the three months ended March 31, 2024 and 2023, cash paid for capital expenditures totaled $98.1 million and $175.5 million, respectively. Capital expenditures for the three months ended March 31, 2023 were primarily related to the Durango project.
Cash Flows from Financing Activities
As described above, during the three months ended March 31, 2024, Station LLC entered into an amended and restated credit agreement pursuant to which it repaid all loans outstanding under the existing credit agreement, borrowed $1,570.0 million under the New Term B Facility and borrowed $200.0 million under the New Revolving Credit Facility. Station LLC also issued $500.0 million in principal amount of 6.625% Senior Notes due 2032 and paid $21.5 million in debt issuance costs. In addition, we paid $74.1 million in dividends to Class A common stockholders and $57.5 million in cash distributions to the noncontrolling interest holders of Station Holdco. We also paid $10.9 million related to tax withholding on share-based compensation during the period.
During the three months ended March 31, 2023, we borrowed $73.0 million under the existing revolving credit facility, and paid $15.0 million in dividends to Class A common stockholders and $11.5 million in cash distributions to noncontrolling interest holders of Station Holdco. We also paid $3.5 million related to tax withholding on share-based compensation.
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. The financial ratio covenants contained in the recent amendments to the Credit Agreement include a maximum Consolidated Senior Secured Net Leverage Ratio of 5.00 to 1.00. We believe that as of March 31, 2024, Station LLC was in compliance with the covenants contained in the credit facility and the indentures governing the senior notes.
As a result of these covenants and restrictions, we are limited in how we conduct our business and we may be unable to raise additional debt or equity financing to provide liquidity if changes in the economy, discretionary spending, consumer confidence or other external factors negatively affect our business. In addition, such covenants and restrictions may limit our ability to compete effectively or to take advantage of new business opportunities. Further, our ability to comply with covenants and restrictions contained in the agreements governing our indebtedness may be adversely affected by general economic conditions and industry conditions.
Failure to satisfy the covenants contained in the credit agreements, indentures or other agreements governing our indebtedness would require us to seek waivers or amendments of such covenants. There can be no assurance that we would be able to obtain required waivers or amendments, as such matters depend, in part, on factors outside of our control. If we fail to satisfy our covenants and are unable to obtain such waivers or amendments, our creditors could exercise remedies under the applicable documents governing such indebtedness, including acceleration of such indebtedness.
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Off-Balance Sheet Arrangements
At March 31, 2024, we had no variable interests in unconsolidated entities that provide off-balance sheet financing, liquidity, market risk or credit risk support, or that engage in leasing, hedging or research and development arrangements with us, nor did we have retained or contingent interests in assets transferred to an unconsolidated entity. At March 31, 2024, we had outstanding letters of credit and similar obligations totaling $43.9 million.
Inflation
Our business continues to experience the impact of inflation and higher interest rates and we expect the impact to continue through the remainder of 2024. Commodity prices have increased and become more volatile, and we continue to experience price inflation in ordinary goods and services such as food costs, supplies, energy costs and construction costs. In addition, we have been impacted by a shortage of qualified workers which places additional upward pressure on wages and benefit costs as we seek to attract and retain qualified workers. We attempt to minimize the impact of inflation on our business by implementing cost controls, adjusting prices and optimizing our procurement strategy.
Native American Development
We have development and management agreements with the North Fork Rancheria of Mono Indians, a federally recognized Native American tribe located near Fresno, California, pursuant to which we will assist the tribe in developing, financing and operating a gaming and entertainment facility to be located on Highway 99 north of the city of Madera, California. See Note 3 to the Condensed Consolidated Financial Statements for information about this project.
Regulation and Taxes
We are subject to extensive regulation by Nevada gaming authorities as well as the National Indian Gaming Commission and the California Gambling Control Commission. In addition, we will be subject to regulation, which may or may not be similar to that in Nevada, by any other jurisdiction in which we may conduct gaming activities in the future.
The gaming industry represents a significant source of tax revenue, particularly to the State of Nevada and its counties and municipalities. From time to time, various state and federal legislators and officials have proposed changes in tax law, or in the administration of such law, affecting the gaming industry. The Nevada legislature meets every two years for 120 days and when special sessions are called by the Governor. The most recent special legislative session ended on June 14, 2023. There are currently no specific legislative proposals to increase taxes on gaming revenue, but there are no assurances that an increase in taxes on gaming or other revenue will not be proposed and passed by the Nevada legislature in the future.
Description of Certain Indebtedness
A description of our indebtedness is included in Note 8 to the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 and Note 5 to the Condensed Consolidated Financial Statements. Material changes to the terms of our indebtedness during the three months ended March 31, 2024 are described therein and include a description of the March 2024 amendment to Station LLC’s credit facility and the issuance of $500.0 million in aggregate principal amount of 6.625% Senior Notes due 2032.
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, 2023. There were no material changes to our critical accounting policies and estimates during the three months ended March 31, 2024.
Forward-looking Statements
When used in this report and elsewhere by management from time to time, the words “may,” “might,” “could,” “believes,” “anticipates,” “expects” and similar expressions are intended to identify forward-looking statements with respect to our financial condition, results of operations and our business including our expansions, development and acquisition projects, legal proceedings and employee matters. Certain important factors, including but not limited to, financial market risks, could cause our actual results to differ materially from those expressed in our forward-looking statements. Potential factors which could affect our financial condition, results of operations and business include, without limitation, the impact of rising inflation, higher interest rates and increased energy costs on consumer demand and our business and results of operations, financial results and liquidity; the impact of our substantial indebtedness; the effects of local and national economic, credit and capital market conditions on consumer spending and the economy in general, and on the gaming and hotel industries in particular; the effects of competition, including locations of competitors and operating and market competition; changes in laws, including
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increased tax rates, regulations or accounting standards, third-party relations and approvals, and decisions of courts, regulators and governmental bodies; risks associated with construction projects, including disruption of our operations, shortages of materials or labor, unexpected costs, unforeseen permitting or regulatory issues and weather; litigation outcomes and judicial actions, including gaming legislative action, referenda and taxation; acts of war or terrorist incidents, pandemics, natural disasters or civil unrest; risks associated with the collection and retention of data about our customers, employees, suppliers and business partners; and other risks described in our filings with the Securities and Exchange Commission. All forward-looking statements are based on our current expectations and projections about future events. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date thereof. We undertake no obligation to publicly release any revisions to such forward-looking statements to reflect events or circumstances after the date hereof.
Item 3.    Quantitative and Qualitative Disclosures about Market Risk
Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices. Our primary exposure to market risk is interest rate risk associated with our long-term debt. There have been no material changes in our market risks from those disclosed in Part II, Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2023.
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 March 31, 2024. 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 March 31, 2024, 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, 2023.
Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
During the three months ended March 31, 2024 we repurchased 17,318 shares of Class A common stock at an average price paid per share of $58.67, related to shares withheld in satisfaction of tax withholding obligations on vested restricted stock.
Our board of directors has authorized $600 million for repurchases of Class A common stock under our equity repurchase program through June 30, 2024. The Company made no repurchases during the three months ended March 31, 2024 under the program. At March 31, 2024, the remaining amount authorized for repurchases under the program was $312.9 million. On May 2, 2024, our board of directors extended the expiration date of the equity repurchase program to December 31, 2025.
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Item 3.    Defaults Upon Senior Securities—None.
Item 4.    Mine Safety Disclosures—None.
Item 5.    Other Information—None.
Item 6.    Exhibits
(a)Exhibits
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:May 9, 2024/s/ STEPHEN L. COOTEY
Stephen L. Cootey
Executive Vice President, Chief Financial Officer and Treasurer
(Principal Financial Officer)

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Exhibit 10.1
EXECUTIVE EMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of May 2, 2024 (the “Effective Date”), by and among STATION CASINOS LLC, a Nevada limited liability company (the “Company”), RED ROCK RESORTS, INC., a Delaware corporation (the “Parent”), and KORD NICHOLS (the “Executive”).
WHEREAS, the Company, the Parent and the Executive (each individually a “Party” and together the “Parties”) desire to enter into this Agreement, as set forth herein;
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the Parties agree as follows:
1.DEFINITIONS. In addition to certain terms defined elsewhere in this Agreement, the following terms shall have the following respective meanings:
1.1“Affiliate” shall mean any Person directly or indirectly controlling, controlled by or under common control with the Company (including the Parent and any Person directly or indirectly controlling, controlled by or under common control with the Parent).
1.2“Base Salary” shall mean the salary provided for in Section 3.1 of this Agreement, as the same may be increased thereunder.
1.3“Board” shall mean the Board of Directors of the Parent, including any successor of the Parent in the event of a Change in Control.
1.4“Cause” shall mean that the Executive: (a) has been found unsuitable to hold a gaming license by final, non-appealable decision of the Nevada Gaming Commission; (b) has been convicted of any felony; (c) has engaged in acts or omissions constituting gross negligence or willful misconduct resulting, in either case, in material economic harm to the Company; or (d) has materially breached this Agreement.
1.5“Change in Control” shall mean the occurrence of any of the following events:
(a)The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than a Permitted Holder, of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% of the combined voting power of the then-outstanding securities entitled to vote generally in the election of members of the Board (the “Voting Power”) at such time; provided that the following acquisitions shall not constitute a Change in Control: (i) any such acquisition directly from the Parent; (ii) any such acquisition by the Parent; (iii) any such acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Parent or any of its subsidiaries; or (iv) any such acquisition pursuant to a transaction that complies with clauses (i), (ii) and (iii) of paragraph (c) below; or
    

(b)individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”) cease for any reason (other than death or disability) to constitute at least a majority of the Board; provided, that any individual becoming a director subsequent to the Effective Date, whose election, or nomination for election by the Parent’s stockholders, was approved by a vote of the directors then comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Parent in which such person is named as a nominee for director, without objection to such nomination) shall be considered as though such individual was a member of the Incumbent Board, but excluding for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than either the Board or any Permitted Holder; or
(c)consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Parent (a “Business Combination”), in each case, unless following such Business Combination, (i) either (A) Permitted Holders or (B) all or substantially all of the individuals and entities who were the beneficial owners of the Voting Power immediately prior to such transaction beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such transaction (including an entity that, as a result of such transaction, owns the Parent or substantially all of the Parent’s assets either directly or through one or more subsidiaries) and, in the case of the foregoing clause (B), in substantially the same proportions relative to each other as their ownership immediately prior to such transaction of the securities representing the Voting Power, (ii) no Person (excluding any Permitted Holder, any entity resulting from such transaction or any employee benefit plan (or related trust) sponsored or maintained by the Parent or such entity resulting from such transaction) beneficially owns, directly or indirectly, more than 50% of, respectively, the then-outstanding shares of common stock of the entity resulting from such transaction, or the combined voting power of the then-outstanding voting securities of such corporation, except to the extent that such ownership existed prior to such transaction, and (iii) at least a majority of the members of the board of directors of the entity resulting from such transaction were members of the Incumbent Board at the time of the execution of the initial agreement with respect to, or the action of the Board providing for, such transaction; or
(d)approval by the stockholders of the Parent of a complete liquidation or dissolution of the Parent.
Notwithstanding the foregoing, if a Change in Control constitutes a payment event with respect to any deferred compensation that is subject to Section 409A of the Code, then, to the extent required to avoid the imposition of additional taxes under Section 409A of the Code, the transaction or event described in paragraph (a), (b), (c) or (d) above, with respect to such
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deferred compensation, shall only constitute a Change in Control for purposes of the payment timing of such deferred compensation if such transaction also constitutes a “change in control event,” as defined in Treasury Regulation§1.409A-3(i)(5).
1.6“Code” shall mean the Internal Revenue Code of 1986, as amended.
1.7”Company Group” shall mean the Parent together with its subsidiaries.
1.8“Company Property” shall mean all property, items and materials provided by the Company or any Affiliate to the Executive, or to which the Executive has access, in the course of his employment, including all files, records, documents, drawings, specifications, memoranda, notes, reports, manuals, equipment, computer disks, videotapes, blueprints and other documents and similar items relating to the Company or any Affiliate, or their respective customers, whether prepared by the Executive or others, and any and all copies, abstracts and summaries thereof.
1.9“Confidential Information” shall mean all nonpublic and/or proprietary information respecting the business of the Company or any Affiliate, including products, programs, projects, promotions, marketing plans and strategies, business plans or practices, business operations, employees, research and development, intellectual property, software, databases, trademarks, pricing information and accounting and financing data. Confidential Information also includes information concerning the Company’s or any Affiliate’s customers, such as their identity, address, preferences, playing patterns and ratings or any other information kept by the Company or any Affiliate concerning customers, whether or not such information has been reduced to documentary form. Confidential Information does not include information that is, or becomes, available to the public unless such availability occurs through an unauthorized act on the part of the Executive or another person with an obligation to maintain the confidentiality of such information.
1.10“Disability” shall mean a physical or mental incapacity that prevents the Executive from performing the essential functions of his position with the Company for a minimum period of 90 days as determined (a) in accordance with any long-term disability plan provided by the Company of which the Executive is a participant, or (b) by the following procedure: The Executive agrees to submit to medical examinations by a licensed healthcare professional selected by the Company, in its sole discretion, to determine whether a Disability exists. In addition, the Executive may submit to the Company documentation of a Disability, or lack thereof, from a licensed healthcare professional of his choice. Following a determination of a Disability or lack of Disability by the Company’s or the Executive’s licensed healthcare professional, any other Party may submit subsequent documentation relating to the existence of a Disability from a licensed healthcare professional selected by such other Party. In the event that the medical opinions of such licensed healthcare professionals conflict, such licensed healthcare professionals shall appoint a third licensed healthcare professional to examine the Executive, and the opinion of such third licensed healthcare professional shall be dispositive.
1.11“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.
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1.12“Good Reason” shall mean and exist if there has been a Change in Control and, thereafter, without the Executive’s prior written consent, one or more of the following events occurs:
(a)the Executive suffers a material reduction in the authorities, duties or responsibilities associated with his position as described in Section 2.3, or the Executive
(b)is assigned any duties or responsibilities that are inconsistent with the scope of duties and responsibilities associated with the Executive’s position as described in Section 2.3;
(c)the Executive is required to relocate from, or maintain his principal office outside of, Las Vegas, Nevada;
(d)the Executive’s Base Salary is decreased by the Company;
(e)the Company discontinues its bonus plan and equity incentive plan in which the Executive participates without immediately replacing such bonus plan and equity plan with plans that are the substantial economic equivalent of such bonus plan and equity plan, or amends such bonus plan and equity plan so as to materially reduce the Executive’s potential bonus and equity incentives at any given level of economic performance of the Company;
(f)the Company materially reduces the employee benefit programs provided to the Executive as described in Section 4, and such reduction does not also apply to similarly situated executives (other than Frank J. Fertitta III) of the Company;
(g)the Company or the Parent materially breaches this Agreement; or
(h)the Company fails to obtain a written agreement satisfactory to the Executive from any successor or assign of the Company to assume and perform this Agreement.
1.13“Permitted Holder” shall mean (a) (i) Frank J. Fertitta III and Lorenzo J. Fertitta and (ii) any lineal descendants of such persons; (b) executors, administrators or legal representatives of the estate of any person listed in clause (a) of this sentence; (c) heirs, distributees and beneficiaries of any person listed in clause (a) of this sentence; (d) any trust as to which any of the foregoing is a settlor or co-settlor; and (e) any corporation, partnership or other entity which is, directly or indirectly, controlling, controlled by or under common control with, any of the foregoing.
1.14“Person” shall mean any individual, firm, partnership, association, trust, company, corporation, limited liability company, joint-stock company, unincorporated organization, government, political subdivision or other entity.
1.15“Prior Agreement” shall mean the employment agreement entered into between the Company and Executive as of July 1, 2019.
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1.16“Pro Rata Annual Bonus” shall mean the amount of Annual Bonus, multiplied by a fraction, the numerator of which is the number of days in such year during which the Executive was actually employed by the Company (or its predecessor) and the denominator of which is 365.
1.17”Restricted Period” shall mean the period beginning on the Effective Date and ending on the first anniversary of the date of the Executive’s termination of employment with the Company Group for any reason.
1.18“Target Annual Bonus” shall mean an amount that is no less than 100% of the Executive’s then current Base Salary.
1.19“Term of Employment” shall mean the period specified in Section 2.2.
2.TERM OF EMPLOYMENT, POSITIONS AND RESPONSIBILITIES.
2.1Employment Accepted. The Company hereby wishes to continue to employ the Executive, and the Executive hereby accepts continued employment with the Company, for the Term of Employment, in the positions and with the duties and responsibilities set forth in Section 2.3, and upon such other terms and conditions as are stated in this Agreement. As of the Effective Date, Executive’s employment shall be governed by this Agreement and the Prior Agreement shall be of no further force or effect.
2.2Term of Employment. The Term of Employment shall commence on the Effective Date and, unless earlier terminated pursuant to the provisions of this Agreement, shall terminate upon the close of business on the day immediately preceding the fifth anniversary of the Effective Date.
2.3Title and Responsibilities. During the Term of Employment, the Executive shall be employed as Executive Vice President and Chief Operating Officer. In carrying out his duties under this Agreement, the Executive shall report directly to the President and/or the Chief Executive Officer of the Company. During the Term of Employment, the Executive shall devote his full time and attention to the business and affairs of the Company and shall use his best efforts, skills and abilities to promote the interests of the Company Group. Anything herein to the contrary notwithstanding, the Executive shall not be precluded from engaging in charitable and community affairs and managing his personal investments, to the extent such activities do not materially interfere with the Executive’s duties and obligations under this Agreement, it being expressly understood and agreed that, to the extent any such activities have been conducted by the Executive prior to the date of this Agreement and disclosed to the Board in writing prior to the date of this Agreement, the continued conduct of such activities (or, in lieu thereof, activities similar in nature and scope thereto) after the date of this Agreement shall be deemed not to interfere with the Executive’s duties and obligations to the Company under this Agreement. The Executive may serve as a member of the board of directors of other corporations, subject to the approval of a majority of the Board, which approval shall not be unreasonably withheld or delayed.
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3.COMPENSATION.
3.1Base Salary. During the Term of Employment, the Executive shall be entitled to receive a base salary payable no less frequently than in equal bi-weekly installments at an annualized rate of no less than $750,000 (the “Base Salary”). The Base Salary shall be reviewed annually for increase (but not decrease) in the discretion of the Board. In conducting any such annual review, the Board shall take into account any change in the Executive’s responsibilities, increases in the compensation of other executives of the Company or any Affiliate (or any comparable competitor(s) of the Company Group), the performance of the Executive, the results and projections of the Company Group and other pertinent factors. Such increased Base Salary shall then constitute the Executive’s “Base Salary” for purposes of this Agreement.
3.2Annual Bonus. The Company may pay the Executive an annual bonus (the “Annual Bonus”) for each calendar year ending during the Term of Employment in an amount that will be determined by the Board based on the performance of the Executive and of the business of the Company Group, but with a targeted annual payment amount (based upon achievement of applicable target-level performance) equal to the Target Annual Bonus. The Annual Bonus awarded to the Executive in respect of a calendar year shall be paid at the same time as annual bonuses for such calendar year are paid to other senior officers of the Company, and in any event no later than March 15 of the year following the calendar year in which such bonus is earned.
3.3Equity Incentives. The Executive shall be eligible to participate in the Company’s and the Parent’s long-term incentive plans on terms and amounts determined by the Board or the Compensation Committee, to be commensurate with his position and duties.
4.EMPLOYEE BENEFIT PROGRAMS.
4.1Pension and Welfare Benefit Plans. During the Term of Employment, the Executive and his dependents (where applicable) shall be entitled to participate in all employee benefit programs made available to the Company’s executives or salaried employees generally, as such programs may be in effect from time to time, including pension and other retirement plans, group life insurance, group health insurance, accidental death and dismemberment insurance, long-term disability, sick leave (including salary continuation arrangements), paid time off, holidays and other employee benefit programs sponsored by the Company. During the Term of Employment, the Company shall also provide the Executive and his dependents (where applicable) with substantially the same group health, executive medical, disability and life insurance-related coverage and/or benefits and tax preparation services as provided to similarly situated executives (other than Frank J. Fertitta III) of the Company as of the Effective Date.
5.BUSINESS EXPENSE REIMBURSEMENT; RELOCATION EXPENSES. During the Term of Employment, the Executive shall be entitled to receive reimbursement by the Company for all reasonable out-of-pocket expenses incurred by him in performing services under this Agreement, subject to providing the proper documentation of said expenses.
6.TERMINATION OF EMPLOYMENT.
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6.1Termination Due to Death or Disability. The Executive’s employment shall be terminated immediately in the event of his death or Disability. In the event of a termination due to the Executive’s death or Disability, the Executive or his estate, as the case may be, shall be entitled, in lieu of any other compensation whatsoever, to:
(a)Base Salary at the rate in effect at the time of his termination through the date of termination of employment;
(b)any Annual Bonus awarded but not yet paid, payable as specified in Section 3.2;
(c)a Pro Rata Annual Bonus for the fiscal year in which death or Disability occurs, payable as specified in Section 3.2;
(d)subject to Section 5, reimbursement for expenses incurred but not paid prior to such termination of employment; and
(e)such rights to other vested compensation and benefits as may be provided in applicable plans and programs of the Company, including applicable employee benefit plans and programs, according to the terms and provisions of such plans and programs.
6.2Termination by the Company for Cause. The Company may terminate the Executive for Cause at any time during the Term of Employment by giving written notice to the Executive within 90 days of the Company first becoming aware of the existence of Cause, and, unless the Executive takes remedial action resulting in the cessation of Cause within 30 days of receipt of such notification, the Company may terminate his employment for Cause at any time during the 40-day period following the expiration of such 30-day period (or, if such act or failure to act is not susceptible to remedy, during the 40-day period following the Company’s provision of notice regarding the existence of Cause). In the event of a termination for Cause, the Executive shall be entitled, in lieu of any other compensation whatsoever, to:
(a)Base Salary at the rate in effect at the time of his termination through the date of termination of employment;
(b)any Annual Bonus awarded but not yet paid, payable as specified in Section 3.2;
(c)subject to Section 5, reimbursement for expenses incurred but not paid prior to such termination of employment; and
(d)such rights to other vested benefits as may be provided in applicable plans and programs of the Company, including applicable employee benefit plans and programs, according to the terms and conditions of such plans and programs.
6.3Termination by the Executive Without Good Reason. The Executive may terminate his employment on his own initiative for any reason upon 30 days’ prior written notice to the Company; provided, however, that during such notice period, the Executive shall
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reasonably cooperate with the Company (at no cost to the Executive) in minimizing the effects of such termination on the Company Group. Such termination shall have the same consequences as a termination for Cause under Section 6.2.
6.4Termination by the Company Without Cause. Notwithstanding any other provision of this Agreement, the Company may terminate the Executive’s employment without Cause, other than due to death or Disability, at any time during the Term of Employment by giving written notice to the Executive. In the event of such termination, the Executive shall be entitled, in lieu of any other compensation whatsoever, to:
(a)Any unpaid Base Salary at the rate in effect at the time of his termination through the date of termination of employment;
(b)subject to Section 7.3, an amount equal to the Executive’s annual Base Salary at the rate in effect at the time of his termination, paid in 12 equal monthly installments;
(c)any Annual Bonus awarded but not yet paid, payable as specified in Section 3.2;
(d)subject to Section 7.3, a Pro Rata Annual Bonus for the fiscal year in which such termination of employment occurs, payable as specified in Section 3.2;
(e)subject to Section 5, reimbursement of expenses incurred but not paid prior to such termination of employment;
(f)(i) continuation of the Executive’s group health insurance and long-term disability insurance, at the level in effect at the time of his termination of employment, through the end of the 12th month following such termination, or (ii) in the event the Company determines that continuation of such coverage is not permitted, a lump-sum payment to the Executive of the economic equivalent thereof (as if the Executive were employed during such period); and
(g)such rights to other vested benefits as may be provided in applicable plans and programs of the Company, including applicable employee benefit plans and programs, according to the terms and conditions of such plans and programs.
6.5Termination by the Executive With Good Reason. The Company covenants and agrees that it will not take any action, or fail to take any action, that will provide Good Reason for the Executive to terminate this Agreement. In the event that the Company takes any action, or fails to take any action, in violation of the proceeding sentence, then the Executive shall give, within 90 days of the Executive first becoming aware of the occurrence of such action or failure to act, written notice to the Company of the existence of Good Reason, and, unless the Company takes remedial action resulting in the cessation of Good Reason within 30 days of receipt of such notification, the Executive may terminate his employment for Good Reason at any time during the 40-day period following the expiration of such 30-day period (or, if such act
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or failure to act is not susceptible to remedy, during the 40-day period following the Executive’s provision of notice regarding the existence of Good Reason). Such termination shall have the same consequences as a termination without Cause under Section 6.4.
7.CONDITIONS TO PAYMENTS.
7.1Timing of Payments. Unless otherwise provided herein or required by law, any payments to which the Executive shall be entitled under Section 6 following the termination of his employment shall be made as promptly as practicable and in no event later than five business days following such termination of employment; provided, however, that any amounts payable pursuant to Section 6.4(c) or (g) (or the same amounts payable pursuant to Section 6.5) shall be payable beginning upon the Company’s first ordinary payroll date after the 30th day following the termination of his employment, subject to the satisfaction of the conditions set forth in Section 7.3 prior to such date.
7.2No Mitigation; No Offset. In the event of any termination of employment under Section 6, the Executive shall be under no obligation to seek other employment and there shall be no offset against amounts due to the Executive on account of any remuneration attributable to any subsequent employment that the Executive may obtain. Any amounts payable to the Executive are in the nature of severance payments, or liquidated damages, or both, and are not in the nature of a penalty.
7.3General Release. No amounts payable to the Executive upon the termination of his employment pursuant to Section 6.4(c), (e) or (g) (or the same amounts payable pursuant to Section 6.5) shall be made to the Executive unless and until he executes a general release substantially in the form annexed to this Agreement as Exhibit A and such general release becomes effective within 30 days after the date of termination pursuant to its terms. If such release does not become effective within the time period prescribed above, the Company’s obligations under Section 6.4(c), (e) or (g) (or the same amounts payable pursuant to Section 6.5) shall not become payable.
8.EXCISE TAX.
8.1Notwithstanding any other provisions in this Agreement, in the event that any payment or benefit received or to be received by the Executive (including any payment or benefit received in connection with a change in control of the Company or the termination of the Executive’s employment, whether pursuant to the terms of this Agreement or any other plan, program, arrangement or agreement) (all such payments and benefits, together, the “Total Payments”) would be subject (in whole or part), to any excise tax imposed under Section 4999 of the Code, or any successor provision thereto (the “Excise Tax”), then, after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in such other plan, program, arrangement or agreement, the Company will reduce the Total Payments to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax (but in no event to less than zero); provided, however, that the Total Payments will only be reduced if (i) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state, municipal and local income and employment taxes on such reduced
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Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments), is greater than or equal to (ii) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state, municipal and local income and employment taxes on such Total Payments and the amount of Excise Tax to which the Executive would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments).
8.2In the case of a reduction in the Total Payments, the Total Payments will be reduced in the following order (unless reduction in another order is required to avoid adverse consequences under Section 409A of the Code, in which case, reduction will be in such other order): (i) payments that are payable in cash that are valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (ii) payments and benefits due in respect of any equity valued at full value under Treasury Regulation Section 1.280G-l, Q&A 24(a), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; (iii) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G-l, Q&A 24, with amounts that are payable last reduced first, will next be reduced; (iv) payments and benefits due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-l, Q&A 24, with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G- l, Q&A 24) will next be reduced; and (v) all other non-cash benefits not otherwise described in clauses (ii) or (iv) will be next reduced pro-rata. Any reductions made pursuant to each of clauses (i)-(v) above will be made in the following manner: first, a pro-rata reduction of cash payment and payments and benefits due in respect of any equity not subject to Section 409A of the Code, and second, a pro-rata reduction of cash payments and payments and benefits due in respect of any equity subject to Section 409A of the Code as deferred compensation.
8.3For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax: (i) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code will be taken into account; (ii) no portion of the Total Payments will be taken into account which, in the opinion of tax counsel (“Tax Counsel”) reasonably acceptable to the Executive and selected by the accounting firm which was, immediately prior to the change in control, the Company’s independent auditor (the “Auditor”), does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments will be taken into account which, in the opinion of Tax Counsel, constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as set forth in Section 280G(b)(3) of the Code) that is allocable to such reasonable compensation; and (iii) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments will be determined by the Auditor in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.
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8.4At the time that payments are made under this Agreement, the Company will provide the Executive with a written statement setting forth the manner in which such payments were calculated and the basis for such calculations, including any opinions or other advice the Company received from Tax Counsel or the Auditor. If the Executive objects to the Company’s calculations, the Company will pay to the Executive such portion of the Total Payments (up to 100% thereof) as the Executive determines is necessary to result in the proper application of this Section 8. All determinations required by this Section 8 (or requested by either the Executive or the Company in connection with this Section 8) will be at the expense of the Company. The fact that the Executive’s right to payments or benefits may be reduced by reason of the limitations contained in this Section 8 will not of itself limit or otherwise affect any other rights of the Executive under this Agreement.
9.INDEMNIFICATION.
9.1General. The Company agrees that if the Executive is made a party or is threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative (an “lndemnifiable Action”), by reason of the fact that he is or was a director or officer of the Company or the Parent or is or was serving at the request of the Company or the Parent as a director, officer, member, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether or not the basis of such Indemnifiable Action is alleged action in an official capacity as a director, officer, member, employee or agent, he shall be indemnified and held harmless by the Company and the Parent to the fullest extent authorized by Nevada law and the Company’s and the Parent’s by-laws, as the same exist or may hereafter be amended (but, in the case of any such amendment to the Company’s or the Parent’s by-laws, only to the extent such amendment permits the Company or the Parent to provide broader indemnification rights than the Company’s or the Parent’s by-laws permitted the Company or the Parent to provide before such amendment, as applicable), against all expense, liability and loss (including attorneys’ fees, judgments, fines, or penalties and amounts paid or to be paid in settlement) incurred or suffered by the Executive in connection therewith. The indemnification provided to the Executive pursuant to this Section 9 shall be in addition to, and not in lieu of, any indemnification provided to the Executive pursuant to (a) any separate indemnification agreement between the Executive and any member of the Company Group, (b) the Company’s and/or the Parent’s charter and/or bylaws, and/or (c) applicable law; provided that nothing herein or therein shall entitle the Executive to recover any expense, liability or loss more than once.
9.2Procedure. The indemnification provided to the Executive pursuant to this Section 9 shall be subject to the following conditions:
(a)The Executive must promptly give the Company written notice of any actual or threatened Indemnifiable Action and, upon providing such notice, the Executive shall be presumed to be entitled to indemnification under this Agreement and the Company shall have the burden of proof to overcome that presumption in reaching any contrary determination; provided, however, that the Executive’s failure to give such notice shall not affect the Company’s obligations hereunder;
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(b)The Company will be permitted, at its option, to participate in, or to assume, the defense of any Indemnifiable Action, with counsel approved by the Executive; provided, however, that (i) the Executive shall have the right to employ his own counsel in such Indemnifiable Action at the Executive’s expense; and (ii) if (A) the retention of counsel by the Executive has been previously authorized by the Company, (B) the Executive shall have concluded, based on the advice of his legal counsel, that there may be a conflict of interest between the Company and the Executive in the conduct of any such defense, or (C) the Company shall not, in fact, have retained counsel to assume the defense of such Indemnifiable Action, the fees and expenses of the Executive’s counsel shall be at the expense of the Company; and provided, further, that the Company shall not settle any action or claim that would impose any limitation or penalty on the Executive without obtaining the Executive’s prior written consent, which consent shall not be unreasonably withheld;
(c)The Executive must provide reasonable cooperation to the Company in the defense of any Indemnifiable Action; and
(d)The Executive must refrain from settling any Indemnifiable Action without obtaining the Company’s prior written consent, which consent shall not be unreasonably withheld.
9.3Advancement of Costs and Expenses. The Company agrees to advance all costs and expenses referred to in Sections 9.1 and 9.6; provided, however, that the Executive agrees to repay to the Company any amounts so advanced only if, and to the extent that, it shall ultimately be determined by a court of competent jurisdiction that the Executive is not entitled to be indemnified by the Company or the Parent as authorized by this Agreement. The advances to be made hereunder shall be paid by the Company to or on behalf of the Executive within 20 days following delivery of a written request therefor by the Executive to the Company. The Executive’s entitlement to advancement of costs and expenses hereunder shall include those incurred in connection with any action, suit or proceeding by the Executive seeking a determination, adjudication or arbitration in award with respect to his rights and/or obligations under this Section 9.
9.4Non-Exclusivity of Rights. The right to indemnification and the payment of expenses incurred in defending an Indemnifiable Action in advance of its final disposition conferred in this Section 9 shall not be exclusive of any other right which the Executive may have or hereafter may acquire under any statute, provision of the certificate of incorporation or by-laws of the Company or the Parent, agreement, vote of stockholders or disinterested directors or otherwise.
9.5D&O Insurance. The Company will maintain a directors’ and officers’ liability insurance policy covering the Executive that provides coverage that is reasonable in relation to the Executive’s position during the Term of Employment.
9.6Witness Expenses. Notwithstanding any other provision of this Agreement, the Company and the Parent shall indemnify the Executive if and whenever he is a witness or
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threatened to be made a witness to any action, suit or proceeding to which the Executive is not a party, by reason of the fact that the Executive is or was a director or officer of the Company or its Affiliates or by reason of anything done or not done by him in such capacity, against all expense, liability and loss incurred or suffered by the Executive in connection therewith; provided, however, that if the Executive is no longer employed by the Company, the Company will compensate him, on an hourly basis, for all time spent (except for time spent actually testifying), at either his then current compensation rate or his Base Salary at the rate in effect as of the termination of his employment, whichever is higher.
9.7Survival. The provisions of this Section 9 shall survive the expiration or earlier termination of this Agreement, regardless of the reason for such termination.
10.DUTY OF LOYALTY.
10.1General. The Parties hereto understand and agree that the purpose of the restrictions contained in this Section 10 is to protect the goodwill and other legitimate business interests of the Company and its Affiliates and that the Company would not have entered into this Agreement in the absence of such restrictions. The Executive acknowledges and agrees that the restrictions are reasonable and do not, and will not, unduly impair his ability to earn a living after the termination of his employment with the Company.
10.2Confidential Information. The Executive understands and acknowledges that Confidential Information constitutes a valuable asset of the Company and its Affiliates and may not be converted to the Executive’s own or any third party’s use. Accordingly, the Executive hereby agrees that he shall not, directly or indirectly, during the Term of Employment or at any time after the termination of his employment, disclose any Confidential Information to any Person not expressly authorized by the Company to receive such Confidential Information. The Executive further agrees that he shall not, directly or indirectly, during the Term of Employment or at any time after the termination of his employment, use or make use of any Confidential Information in connection with any business activity other than that of the Company. The Parties acknowledge and agree that this Agreement is not intended to, and does not, alter the Company’s or the Parent’s rights, or the Executive’s obligations, under any state or federal statutory or common law regarding trade secrets and unfair trade practices.
10.3Company Property. All Company Property is and shall remain exclusively the property of the Company. Unless authorized in writing to the contrary, the Executive shall promptly, and without charge, deliver to the Company on the termination of employment hereunder, or at any other time the Company may so request, all Company Property that the Executive may then possess or have under his control.
10.4[Reserved].
10.5Non-Solicitation of Employees. The Executive agrees that, during the Restricted Period, he will not, directly or indirectly, for himself, or as agent, or on behalf of or in conjunction with any other person, firm, partnership, corporation or other entity, induce or entice any employee of the Company or any Affiliate to leave such employment, or otherwise hire or
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retain any employee of the Company or any Affiliate, or cause or assist anyone else in doing so. For the purposes of this Section 10.5, the term “employee” shall include consultants and independent contractors, and shall be deemed to include current employees and any employee who left the employ of the Company or any Affiliate within six months prior to any such inducement or enticement or hiring or retention of that person. The term “employee” as used in this Section 10.5 does not include the Executive’s executive assistant.
10.6Non-Competition. The Executive agrees that, during the Restricted Period, the Executive shall not, without the express written consent of the Board, directly or indirectly enter the employ of, act as a consultant to or otherwise render any services on behalf of, act as a lender to, or be a director, officer, principal, agent, stockholder, member, owner or partner of, or permit the Executive’s name to be used in connection with the activities of any other business, organization or third party engaged in the gaming industry or otherwise in the same business as the Company or any Affiliate and that directly or indirectly conducts its business in the Restricted Area. For purposes of this Agreement, “Restricted Area” shall mean (a) the City of Las Vegas, Nevada, and the area within a 30-mile radius of that city, and (b) any area in or within a 30-mile radius of any other jurisdiction in which the Company or any of its Affiliates is directly or indirectly engaged in the development, ownership, operation or management of any gaming activities or is actively pursuing any such activities.
10.7Remedies. The Executive and the Company acknowledge that the covenants contained in this Section 10 are reasonable under the circumstances. Accordingly, if, in the opinion of any court of competent jurisdiction, any such covenant is not reasonable in any respect, such court will have the right, power and authority to sever or modify any provision or provisions of such covenants as to the court will appear not reasonable and to enforce the remainder of the covenants as so amended. The Executive further acknowledges that the remedy at law available to the Company Group for breach of any of the Executive’s obligations under this Section 10 would be inadequate and that damages flowing from such a breach may not readily be susceptible to being measured in monetary terms. Accordingly, in addition to any other rights or remedies that the Company Group may have at law, in equity or under this Agreement, upon proof of the Executive’s violation of any such provision of this Agreement, the Company Group will be entitled to seek immediate injunctive relief and may seek a temporary order restraining any threatened or further breach, without the necessity of proof of actual damage or the posting of any bond.
10.8Protected Disclosures.
(a)Nothing in this Agreement will preclude, prohibit or restrict the Executive from (i) communicating with any federal, state or local administrative or regulatory agency or authority, including but not limited to the Securities and Exchange Commission (the “SEC”); (ii) participating or cooperating in any investigation conducted by any governmental agency or authority; or (iii) filing a charge of discrimination with the United States Equal Employment Opportunity Commission or any other federal state or local administrative agency or regulatory authority.
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(b)Nothing in this Agreement, or any other agreement between the Parties, prohibits or is intended in any manner to prohibit, the Executive from (i) reporting a possible violation of federal or other applicable law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the SEC, the U.S. Congress, and any governmental agency Inspector General, or (ii) making other disclosures that are protected under whistleblower provisions of federal law or regulation. This Agreement does not limit the Executive’s right to receive an award (including, without limitation, a monetary reward) for information provided to the SEC. The Executive does not need the prior authorization of anyone at the Company to make any such reports or disclosures, and the Executive is not required to notify the Company that the Executive has made such reports or disclosures.
(c)Nothing in this Agreement or any other agreement or policy of the Company is intended to interfere with or restrain the immunity provided under 18 U.S.C. § l833(b). The Executive cannot be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) (A) in confidence to federal, state or local government officials, directly or indirectly, or to an attorney, and (B) for the purpose of reporting or investigating a suspected violation of law; (ii) in a complaint or other document filed in a lawsuit or other proceeding, if filed under seal; or (iii) in connection with a lawsuit alleging retaliation for reporting a suspected violation of law, if filed under seal and does not disclose the trade secret, except pursuant to a court order.
(d)The foregoing provisions regarding Protected Disclosures are intended to comply with all applicable laws. If any laws are adopted, amended or repealed after the execution of this Agreement, this Agreement shall be deemed to be amended to reflect the same.
10.9Survival. The Executive agrees that the provisions of this Section 10 shall survive the termination of this Agreement and the termination of the Executive’s employment to the extent provided above.
11.DISPUTE RESOLUTION; FEES. Except as otherwise provided in Section 9.3, the Parties agree that in the event any Party finds it necessary to initiate any legal action to obtain any payments, benefits or rights provided by this Agreement to such Party, the other Party shall reimburse such Party for all reasonable attorney’s fees and other related expenses incurred by him or it to the extent such Party is successful in such action.
12.NOTICES. All notices, demands and requests required or permitted to be given to a Party under this Agreement shall be in writing (which shall include email) and shall be deemed to have been given when delivered personally (or if sent by email, when delivered electronically to the recipient) or sent by certified or registered mail, postage prepaid, return receipt requested, duly addressed to the Party concerned at the address indicated below or to such changed address as such Party may subsequently give notice of:
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If to the Company:    Station Casinos LLC
1505 S. Pavilion Center Drive
Las Vegas, Nevada 89135
Attention: Chief Legal Officer
With a copy (which shall not constitute notice) to:
    Milbank LLP
55 Hudson Yards
New York, NY 10001
Attention: Kelly P. Bartley
If to the Parent:    Red Rock Resorts, Inc.
1505 S. Pavilion Center Drive
Las Vegas, Nevada 89135
Attention: Chief Legal Officer
If to the Executive:    To the Executive’s most current home address, as set forth in the employment records of the Company
13.BENEFICIARIES/REFERENCES. The Executive shall be entitled to select a beneficiary or beneficiaries to receive any compensation or benefit payable hereunder following the Executive’s death, and may change such election, by giving the Company written notice thereof. In the event of the Executive’s death or a judicial determination of his incompetence, reference in this Agreement to the Executive shall be deemed, where appropriate, to refer to his beneficiary, estate or other legal representative.
14.SURVIVORSHIP. The respective rights and obligations of the Parties hereunder shall survive any termination of this Agreement to the extent necessary to the intended preservation of such rights and obligations, whether or not survival is specifically set forth in the applicable provisions. The provisions of this Section 14 are in addition to the survivorship provisions of any other Section of this Agreement.
15.REPRESENTATIONS AND WARRANTIES. Each Party represents and warrants that he or it is fully authorized and empowered to enter into this Agreement and that the performance of his or its obligations under this Agreement will not violate any agreement between that Party and any other Person.
16.ENTIRE AGREEMENT. This Agreement contains the entire agreement among the Parties concerning the subject matter hereof and supersedes all prior agreements, understandings, discussions, negotiations and undertakings, whether written or oral, among the Parties with respect thereto (including the Prior Agreement). No representations, inducements, promises or agreements not embodied herein shall be of any force or effect.
17.ASSIGNABILITY; BINDING NATURE. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, heirs and assigns; provided,
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however, that no rights or obligations of the Executive under this Agreement may be assigned or transferred by the Executive, other than rights to compensation and benefits hereunder, which may be transferred only by will or operation of law and subject to the limitations of this Agreement; and provided, further, that no rights or obligations of the Company under this Agreement may be assigned or transferred by the Company, except that such rights or obligations may be assigned or transferred pursuant to a merger or consolidation in which the Company is not the continuing entity, or the sale or liquidation of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee assumes the liabilities, obligations and duties of the Company under this Agreement, either contractually or as a matter of law.
18.AMENDMENT OR WAIVER. No provision in this Agreement may be amended or waived unless such amendment or waiver is agreed to in writing, signed by all Parties. No waiver by one Party of any breach by any other Party of any condition or provision of this Agreement to be performed by such other Party shall be deemed a waiver of a similar or dissimilar condition or provision at the same or any prior or subsequent time. No failure of the Company to exercise any power given it hereunder or to insist upon strict compliance by the Executive with any obligation hereunder, and no custom or practice at variance with the terms hereof, shall constitute a waiver of the right of the Company to demand strict compliance with the terms hereof.
19.SEVERABILITY. In the event that any provision or portion of this Agreement shall be determined to be invalid or unenforceable for any reason, in whole or in part, the remaining provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law. Without limiting the generality of the immediately preceding sentence, in the event that a court of competent jurisdiction or an arbitrator appointed in accordance with Section 21 determines that the provisions of this Agreement would be unenforceable as written because they cover too extensive a geographic area, too broad a range of activities or too long a period of time, or otherwise, then such provisions will automatically be modified to cover the maximum geographic area, range of activities and period of time as may be enforceable, and, in addition, such court or arbitrator (as applicable) is hereby expressly authorized to so modify this Agreement and to enforce it as so modified.
20.SECTION 409A. Notwithstanding anything in this Agreement to the contrary, no payment under this Agreement shall be made to the Executive at a time or in a form that would subject Executive to the penalty tax of Section 409A of the Code (the “409A Tax”). If any payment under any other provision of this Agreement would, if paid at the time or in the form called for under such provision, subject the Executive to the 409A Tax, such payment (the “Deferred Amount”) shall instead be paid at the earliest time that it could be paid without subjecting the Executive to the 409A Tax, and shall be paid in a form that would not subject the Executive to the 409A Tax. By way of specific example, if the Executive is a “specified employee” (within the meaning of Section 409A of the Code), at the time of the Executive’s “Separation From Service” (within the meaning of Section 409A of the Code) and if any portion of the payments or benefits to be received by the Executive upon Separation From Service would be considered deferred compensation under Section 409A of the Code and cannot be paid or provided to the Executive without the Executive incurring the 409A Tax, then such
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amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Executive’s Separation From Service (which, for the avoidance of doubt, will be considered a part of the Deferred Amount) will instead be paid or made available on the earlier of (i) the first business day of the seventh month following the date of Executive’s Separation From Service or (ii) the Executive’s death. The Deferred Amount shall accrue simple interest at the prime rate of interest as published by Bank of America N.A. (or its successor) during the deferral period and shall be paid with the Deferred Amount. With respect to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, to the extent such payment or benefit would be considered deferred compensation under Section 409A of the Code or is required to be included in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefits) will be reimbursed no later than December 31st of the year following the year in which the Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. Each payment under this Agreement is intended to be a “separate payment” and not one of a series of payments for purposes of Section 409A of the Code.

21.MUTUAL ARBITRATION AGREEMENT.
21.1Arbitrable Claims. All disputes between the Executive (and his attorneys, successors, and assigns) and the Company (and its trustees, beneficiaries, officers, directors, managers, affiliates, employees, agents, successors, attorneys, and assigns) relating in any manner whatsoever to the employment or termination of the Executive, including all disputes arising under this Agreement (“Arbitrable Claims”), shall be resolved by binding arbitration as set forth in this Section 21 (the “Mutual Arbitration Agreement”). Arbitrable Claims shall include claims for compensation, claims for breach of any contract or covenant (express or implied), and tort claims of all kinds, as well as all claims based on any federal, state, or local law, statute or regulation, but shall not include the Company’s right to seek injunctive relief as provided in Section 10.7. Arbitration shall be final and binding upon the Parties and shall be the exclusive remedy for all Arbitrable Claims. THE PARTIES HEREBY WAIVE ANY RIGHTS THEY MAY HAVE TO TRIAL BY JUDGE OR JURY IN REGARD TO ARBITRABLE CLAIMS, EXCEPT AS PROVIDED BY SECTION 21.4.
21.2Procedure. Arbitration of Arbitrable Claims shall be in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association, as amended, and as augmented in this Agreement. Either Party may bring an action in court to compel arbitration under this Agreement and to enforce an arbitration award. Otherwise, neither Party shall initiate or prosecute any lawsuit, appeal or administrative action in any way related to an Arbitrable Claim. The initiating Party must file and serve an arbitration claim within 60 days of learning the facts giving rise to the alleged claim. All arbitration hearings under this Agreement shall be conducted in Las Vegas, Nevada. The Federal Arbitration Act shall govern the interpretation and enforcement of this Agreement. Subject to Section 11, the fees of the arbitrator shall be divided equally between both Parties.
- 18 -

21.3Confidentiality. All proceedings and all documents prepared in connection with any Arbitrable Claim shall be confidential and, unless otherwise required by law, the subject matter and content thereof shall not be disclosed to any Person other than the Parties, their counsel, witnesses and experts, the arbitrator and, if involved, the court and court staff.
21.4Applicability. This Section 21 shall apply to all disputes under this Agreement other than disputes relating to the enforcement of the Company’s rights under Section 10 of this Agreement.
21.5Acknowledgements. The Executive acknowledges that he:
(a)has carefully read this Section 21;
(b)understands its terms and conditions; and
(c)has entered into this Mutual Arbitration Agreement voluntarily and not in reliance on any promises or representations made by the Company other than those contained in this Mutual Arbitration Agreement.
22.GOVERNING LAW. This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of Nevada without reference to the principles of conflict of laws thereof. In the event of any dispute or controversy arising out of or relating to this Agreement that is not an Arbitrable Claim, the Parties mutually and irrevocably consent to, and waive any objection to, the exclusive jurisdiction of any court of competent jurisdiction in Clark County, Nevada, to resolve such dispute or controversy.
23.HEADINGS; INTERPRETATION. The headings of the Sections and Sections contained in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any provision of this Agreement. The word “including” (in its various forms) means including without limitation. All references in this Agreement to “days” refer to “calendar days” unless otherwise specified.
24.CLAWBACK. Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation, or any other compensation, paid to the Executive pursuant to this Agreement or any other agreement or arrangement with any member of the Company Group or any Affiliate, which is subject to recovery under any law, government regulation or stock exchange listing requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any policy adopted by any member of the Company Group or an Affiliate pursuant to any such law, government regulation or stock exchange listing requirement).
25.WITHHOLDING. The Company and any Affiliate will have the right to withhold from any amount payable hereunder any federal, state, city, local, foreign or other taxes in order for the Company or any Affiliate to satisfy any withholding tax obligation it may have under any applicable law, regulation or ruling.
- 19 -

26.GUARANTEE. The Parent and Station Holdco LLC, to the fullest extent permitted by applicable law, hereby irrevocably and unconditionally guarantees to the Executive the prompt performance and payment in full when due of all obligations of the Company to the Executive under this Agreement.
27.COUNTERPARTS. This Agreement may be executed in counterparts, including by email delivery of a scanned signature page in pdf or tiff format, each of which shall be deemed an original and all of which shall constitute one and the same Agreement with the same effect as if all Parties had signed the same signature page. Any signature page of this Agreement may be delivered detached from any counterpart of this Agreement and reattached to any other counterpart of this Agreement identical in form hereto but having attached to it one or more additional signature pages.
[Remainder of page intentionally left blank]

- 20 -

IN WITNESS WHEREOF, the undersigned have executed this Agreement on the respective dates set forth below.
STATION CASINOS LLC
By:    /s/ Jeffrey T. Welch
Name: Jeffrey T. Welch
Title: Executive Vice President, Chief Legal Officer
Date: 5/2/2024
RED ROCK RESORTS, INC.
(for itself and on behalf of Station Casinos LLC)
By:    /s/ Jeffrey T. Welch
Name: Jeffrey T. Welch
Title: Executive Vice President, Chief Legal Officer
Date: 5/2/2024
EXECUTIVE
By:    /s/ Kord Nichols
Name: Kord Nichols
Title: Executive Vice President and Chief Operating Officer
Date: 5/2/2024

- 21 -

EXHIBIT A
GENERAL RELEASE AND COVENANT NOT TO SUE
This GENERAL RELEASE AND COVENANT NOT TO SUE (this “Release”) is executed and delivered by KORD NICHOLS (the “Executive”) to RED ROCK RESORTS, INC., STATION CASINOS LLC, and STATION HOLDCO LLC (collectively, the “Company”).
In consideration of the agreement by the Company or its affiliates to provide certain separation payments pursuant to [Section 6.4]/[Section 6.5] of the Employment Agreement between the Executive and the Company, dated as of ______ [__], 2024 (the “Employment Agreement”), and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Executive hereby agrees as follows:
1.RELEASE AND COVENANT. THE EXECUTIVE, OF HIS OWN FREE WILL, VOLUNTARILY RELEASES AND FOREVER DISCHARGES THE COMPANY AND ITS SUBSIDIARIES AND AFFILIATES, AND EACH OF THEIR RESPECTIVE PAST AND PRESENT AGENTS, EMPLOYEES, MANAGERS, REPRESENTATIVES, OFFICERS, DIRECTORS, ATTORNEYS, ACCOUNTANTS, TRUSTEES, SHAREHOLDERS, PARTNERS, INSURERS, HEIRS, PREDECESSORS-IN-INTEREST, ADVISORS, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “RELEASED PARTIES”) FROM, AND COVENANTS NOT TO SUE OR PROCEED AGAINST ANY OF THE FOREGOING ON THE BASIS OF, ANY AND ALL PAST OR PRESENT CAUSES OF ACTION, SUITS, AGREEMENTS OR OTHER RIGHTS OR CLAIMS WHICH THE EXECUTIVE, HIS DEPENDENTS, RELATIVES, HEIRS, EXECUTORS, ADMINISTRATORS, SUCCESSORS AND ASSIGNS HAS OR HAVE AGAINST ANY OF THE RELEASED PARTIES UPON OR BY REASON OF ANY MATTER ARISING OUT OF HIS EMPLOYMENT BY THE COMPANY AND ITS SUBSIDIARIES AND THE CESSATION OF SAID EMPLOYMENT, AND INCLUDING, BUT NOT LIMITED TO, ANY ALLEGED VIOLATION OF THE CIVIL RIGHTS ACTS OF 1964 AND 1991, THE EQUAL PAY ACT OF 1963, THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967 (INCLUDING THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990), THE REHABILITATION ACT OF 1973, THE FAMILY AND MEDICAL LEAVE ACT OF 1993, THE AMERICANS WITH DISABILITIES ACT OF 1990, THE EMPLOYMENT RETIREMENT INCOME SECURITY ACT OF 1974, THE NEVADA FAIR EMPLOYMENT PRACTICES ACT, THE LABOR LAWS OF THE UNITED STATES AND NEVADA, AND ANY OTHER FEDERAL, STATE OR LOCAL LAW, REGULATION OR ORDINANCE, OR PUBLIC POLICY, CONTRACT OR TORT LAW, HAVING ANY BEARING WHATSOEVER ON THE TERMS AND CONDITIONS OR CESSATION OF HIS EMPLOYMENT WITH THE COMPANY AND ITS SUBSIDIARIES. THIS RELEASE DOES NOT AFFECT ANY RIGHTS THE EXECUTIVE MAY HAVE TO FILE A CHARGE WITH ANY FEDERAL OR STATE ADMINISTRATIVE AGENCY; PROVIDED, HOWEVER, THAT THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT THE EXECUTIVE IS NOT ENTITLED TO ANY PERSONAL RECOVERY
- 22 -

IN ANY SUCH AGENCY PROCEEDINGS (EXCEPT AS OTHERWISE PERMITTED PURSUANT TO SECTION 10.8 OF THE EMPLOYMENT AGREEMENT).
28.DUE CARE. THE EXECUTIVE ACKNOWLEDGES THAT HE HAS RECEIVED A COPY OF THIS RELEASE PRIOR TO ITS EXECUTION AND HAS BEEN ADVISED HEREBY OF HIS OPPORTUNITY TO REVIEW AND CONSIDER THIS RELEASE FOR TWENTY-ONE (21) DAYS FOLLOWING RECEIPT PRIOR TO EXECUTING. THE EXECUTIVE FURTHER ACKNOWLEDGES THAT HE HAS BEEN ADVISED HEREBY TO CONSULT WITH AN ATTORNEY PRIOR TO EXECUTING THIS RELEASE. THE EXECUTIVE ENTERS INTO THIS RELEASE HAYING FREELY AND KNOWINGLY ELECTED, AFTER DUE CONSIDERATION, TO EXECUTE THIS RELEASE AND TO FULFILL THE PROMISES SET FORTH HEREIN. THIS RELEASE SHALL BE REVOCABLE BY THE EXECUTIVE DURING THE SEVEN (7) DAY PERIOD FOLLOWING ITS EXECUTION, AND SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE EXPIRATION OF SUCH SEVEN (7) DAY PERIOD. IN THE EVENT OF SUCH A REVOCATION, THE EXECUTIVE SHALL NOT BE ENTITLED TO THE CONSIDERATION FOR THIS RELEASE SET FORTH ABOVE.
29.RELIANCE BY THE EXECUTIVE. THE EXECUTIVE ACKNOWLEDGES THAT, IN HIS DECISION TO ENTER INTO THIS RELEASE, HE HAS NOT RELIED ON ANY REPRESENTATIONS, PROMISES OR ARRANGEMENT OF ANY KIND, INCLUDING ORAL STATEMENTS BY REPRESENTATIVES OF THE COMPANY, EXCEPT AS SET FORTH IN THIS RELEASE.
30.MISCELLANEOUS. THIS RELEASE SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA WITHOUT REFERENCE TO THE PRINCIPLES OF CONFLICT OF LAWS THEREOF. IF ANY PROVISION OF THIS RELEASE IS HELD INVALID OR UNENFORCEABLE FOR ANY REASON, THE REMAINING PROVISIONS SHALL BE CONSTRUED AS IF THE INVALID OR UNENFORCEABLE PROVISION HAD NOT BEEN INCLUDED.
This GENERAL RELEASE AND COVENANT NOT TO SUE is executed by the Executive and delivered to the Company on [date].
“Executive”
________________________________
KORD NICHOLS
- 23 -

Exhibit 31.1

CERTIFICATION
I, Frank J. Fertitta III, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Red Rock Resorts, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
(a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: May 9, 2024
/s/ FRANK J. FERTITTA III
Frank J. Fertitta III
Chief Executive Officer



Exhibit 31.2

CERTIFICATION
I, Stephen L. Cootey, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Red Rock Resorts, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
(a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: May 9, 2024
/s/ STEPHEN L. COOTEY
Stephen L. Cootey
Executive Vice President, Chief Financial Officer and Treasurer
(Principal Financial Officer)



Exhibit 32.1

Red Rock Resorts, Inc.
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(18 U.S.C. Section 1350)
    Pursuant to the requirements of Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Sections 1350(a) and (b)), the undersigned hereby certifies as follows:
1.Frank J. Fertitta III is the Chief Executive Officer of Red Rock Resorts, Inc. (the "Company").
2.The undersigned certifies to the best of his knowledge:
(A)The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 accompanying this Certification, in the form filed with the Securities and Exchange Commission (the "Report") fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
(B)The information in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: May 9, 2024
/s/ FRANK J. FERTITTA III
Frank J. Fertitta III
Chief Executive Officer



Exhibit 32.2

Red Rock Resorts, Inc.
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(18 U.S.C. Section 1350)
    Pursuant to the requirements of Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Sections 1350(a) and (b)), the undersigned hereby certifies as follows:
1.Stephen L. Cootey is the Principal Financial Officer of Red Rock Resorts, Inc. (the "Company").
2.The undersigned certifies to the best of his knowledge:
(A)The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 accompanying this Certification, in the form filed with the Securities and Exchange Commission (the "Report") fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
(B)The information in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: May 9, 2024
/s/ STEPHEN L. COOTEY
Stephen L. Cootey
Executive Vice President, Chief Financial Officer and Treasurer
(Principal Financial Officer)



v3.24.1.u1
Document and Entity Information - shares
 3 Months Ended
Mar. 31, 2024
May 01, 2024
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Mar. 31, 2024  
Document Transition Report false  
Entity File Number 001-37754  
Entity Registrant Name RED ROCK RESORTS, INC.  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 47-5081182  
Entity Address, Address Line One 1505 South Pavilion Center Drive  
Entity Address, City or Town Las Vegas  
Entity Address, State or Province NV  
Entity Address, Postal Zip Code 89135  
City Area Code 702  
Local Phone Number 495-3000  
Title of 12(b) Security Class A Common Stock, $.01 par value  
Trading Symbol RRR  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Central Index Key 0001653653  
Amendment Flag false  
Current Fiscal Year End Date --12-31  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q1  
Class A common stock    
Entity Common Stock, Shares Outstanding (in shares)   59,610,393
Class B common stock    
Entity Common Stock, Shares Outstanding (in shares)   45,985,804
v3.24.1.u1
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Current assets:    
Cash and cash equivalents $ 129,705 $ 137,586
Receivables, net 62,594 61,930
Inventories 15,983 15,255
Prepaid gaming tax 28,360 24,888
Prepaid expenses and other current assets 30,470 28,190
Total current assets 275,321 282,292
Property and equipment, net of accumulated depreciation of $1,331,626 and $1,288,470 at March 31, 2024 and December 31, 2023, respectively 2,794,752 2,771,818
Goodwill 195,676 195,676
Intangible assets, net of accumulated amortization of $20,188 and $19,794 at March 31, 2024 and December 31, 2023, respectively 82,412 82,806
Land held for development 452,785 451,010
Native American development costs 47,365 45,879
Deferred tax asset, net 43,391 43,381
Other assets, net 88,766 81,650
Total assets 3,980,468 3,954,512
Current liabilities:    
Accounts payable 19,517 25,353
Accrued interest payable 20,094 15,607
Other accrued liabilities 249,085 280,493
Current portion of payable pursuant to tax receivable agreement 1,166 1,662
Current portion of long-term debt 17,039 26,104
Total current liabilities 306,901 349,219
Long-term debt, less current portion 3,429,511 3,301,658
Other long-term liabilities 39,315 39,319
Payable pursuant to tax receivable agreement, less current portion 19,263 20,429
Total liabilities 3,794,990 3,710,625
Stockholders’ equity:    
Preferred stock, par value $0.01 per share, 100,000,000 shares authorized; none issued and outstanding 0 0
Additional paid-in capital 5,327 7,345
Retained earnings 129,321 160,904
Total Red Rock Resorts, Inc. stockholders’ equity 135,245 168,839
Noncontrolling interest 50,233 75,048
Total stockholders’ equity 185,478 243,887
Total liabilities and stockholders’ equity 3,980,468 3,954,512
Income Taxes Receivable 8,209 14,443
Class A common stock    
Stockholders’ equity:    
Common stock $ 596 $ 589
Common stock, shares issued (in shares) 59,610,393 58,866,439
Common stock, shares outstanding (in shares) 59,610,393 58,866,439
Class B common stock    
Stockholders’ equity:    
Common stock $ 1 $ 1
Common stock, shares issued (in shares) 45,985,804 45,985,804
Common stock, shares outstanding (in shares) 45,985,804 45,985,804
v3.24.1.u1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Accumulated depreciation $ 1,331,626 $ 1,288,470
Accumulated amortization $ 20,188 $ 19,794
Preferred stock, par value (in usd per share) $ 0.01 $ 0.01
Preferred stock, shares authorized (in shares) 100,000,000 100,000,000
Preferred stock, shares issued (in shares) 0 0
Preferred stock, shares outstanding (in shares) 0 0
Class A common stock    
Common stock, par value (in usd per share) $ 0.01 $ 0.01
Common stock, shares authorized (in shares) 500,000,000 500,000,000
Common stock, shares issued (in shares) 59,610,393 58,866,439
Common stock, shares outstanding (in shares) 59,610,393 58,866,439
Class B common stock    
Common stock, par value (in usd per share) $ 0.00001 $ 0.00001
Common stock, shares authorized (in shares) 100,000,000 100,000,000
Common stock, shares issued (in shares) 45,985,804 45,985,804
Common stock, shares outstanding (in shares) 45,985,804 45,985,804
v3.24.1.u1
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS)
shares in Thousands, $ in Thousands
 3 Months Ended
Mar. 31, 2024
USD ($)
Casino_Property
$ / shares
shares
Mar. 31, 2023
USD ($)
$ / shares
shares
Operating revenues:    
Net revenues $ 488,897 $ 433,636
Operating costs and expenses:    
Selling, general and administrative 104,805 92,505
Depreciation and amortization 44,873 31,095
Write-downs and other, net 2,141 19,619
Operating expenses 333,373 296,361
Operating income 155,524 137,275
Earnings from joint ventures 723 899
Operating income and earnings from joint ventures 156,247 138,174
Other expense:    
Interest expense, net 57,201 42,456
Gain (Loss) on Extinguishment of Debt (14,402) 0
Total other expense (71,603) (42,456)
Income before income tax 84,644 95,718
Provision for income tax (6,273) (10,191)
Net income 78,371 85,527
Less: net income attributable to noncontrolling interests 35,536 40,851
Net income attributable to Red Rock Resorts, Inc. $ 42,835 $ 44,676
Earnings per common share (Note 9):    
Earnings (loss) per share of Class A common stock, basic (in dollars per share) | $ / shares $ 0.73 $ 0.77
Earnings (loss) per share of Class A common stock, diluted (in dollars per share) | $ / shares $ 0.68 $ 0.75
Weighted-average common shares outstanding:    
Basic (in shares) | shares 58,783 57,653
Diluted (in shares) | shares 103,728 103,190
Major Hotel Casino Properties | Wholly Owned Properties    
Weighted-average common shares outstanding:    
Number of casino properties | Casino_Property 7  
Casino    
Operating revenues:    
Net revenues $ 316,854 $ 288,240
Operating costs and expenses:    
Operating costs and expenses 84,969 71,711
Food and beverage    
Operating revenues:    
Net revenues 93,278 78,147
Operating costs and expenses:    
Operating costs and expenses 73,447 60,112
Room    
Operating revenues:    
Net revenues 52,888 43,939
Operating costs and expenses:    
Operating costs and expenses 15,871 13,607
Other    
Operating revenues:    
Net revenues 25,877 23,310
Operating costs and expenses:    
Operating costs and expenses $ 7,267 $ 7,712
v3.24.1.u1
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($)
$ in Thousands
Total
Class A common stock
Class B common stock
Common stock
Class A common stock
Common stock
Class B common stock
Additional paid-in capital
Retained earnings (accumulated deficit)
Noncontrolling interest
Balance at Dec. 31, 2022 $ 32,243     $ 580 $ 1 $ 0 $ 43,203 $ (11,541)
Number of shares at Dec. 31, 2022       58,013,000 45,986,000      
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Net income (loss) 85,527           44,676 40,851
Share-based compensation 5,384         5,384    
Distributions (11,496)             (11,496)
Dividends (14,552)           (14,552)  
Stock option exercises and issuance of restricted stock, net 0     $ 2   (2)    
Stock option exercises and issuance of restricted stock, net (shares)       235,000        
Share-based Payment Arrangement, Decrease for Tax Withholding Obligation (3,473)         3,473    
Share-based Payment Arrangement, Shares Withheld for Tax Withholding Obligation       (29,000)        
Rebalancing of ownership percentage between the Company and noncontrolling interests in Station Holdco 0         (743)   743
Balance at Mar. 31, 2023 93,633     $ 582 $ 1 1,166 73,327 18,557
Number of shares at Mar. 31, 2023       58,219,000 45,986,000      
Balance at Dec. 31, 2023 243,887     $ 589 $ 1 7,345 160,904 75,048
Number of shares at Dec. 31, 2023   58,866,439 45,985,804 58,866,000 45,986,000      
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Net income (loss) 78,371           42,835 35,536
Share-based compensation 5,995         5,995    
Distributions (57,482)             (57,482)
Dividends (74,418)           (74,418)  
Stock option exercises and issuance of restricted stock, net 0     $ 7   (7)    
Stock option exercises and issuance of restricted stock, net (shares)       761,000        
Share-based Payment Arrangement, Decrease for Tax Withholding Obligation (10,875)         10,875    
Share-based Payment Arrangement, Shares Withheld for Tax Withholding Obligation       (17,000)        
Rebalancing of ownership percentage between the Company and noncontrolling interests in Station Holdco 0         2,869   (2,869)
Balance at Mar. 31, 2024 $ 185,478     $ 596 $ 1 $ 5,327 $ 129,321 $ 50,233
Number of shares at Mar. 31, 2024   59,610,393 45,985,804 59,610,000 45,986,000      
v3.24.1.u1
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Cash flows from operating activities:    
Net income $ 78,371 $ 85,527
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation and amortization 44,873 31,095
Write-downs and other, net 37 405
Amortization of debt discount and debt issuance costs 2,290 2,367
Share-based compensation 5,875 5,296
(Gain) Loss on Extinguishment of Debt cash flow adjustment 4,430 0
Deferred income tax (10) (712)
Changes in assets and liabilities:    
Receivables, net (665) (450)
Inventories and prepaid expenses (7,936) (5,493)
Accounts payable (6,141) 5,443
Accrued interest payable 4,487 (2,133)
Income tax receivable/ payable 6,235 10,903
Other accrued liabilities (6,124) 8,520
Other, net 739 (246)
Net cash provided by operating activities 126,461 140,522
Cash flows from investing activities:    
Capital expenditures, net of related payables (98,082) (175,499)
Acquisition of land held for development 0 (2,108)
Native American development costs (1,100) (1,353)
Other, net (813) (1,011)
Net cash used in investing activities (99,995) (179,971)
Cash flows from financing activities:    
Borrowings under credit agreements with original maturity dates greater than three months 1,915,853 73,000
Payments under credit agreements with original maturity dates greater than three months (2,284,327) (6,195)
Proceeds from Issuance of Senior Long-term Debt 500,000 0
Payment of debt issuance costs (21,467) 0
Distributions to noncontrolling interests (57,482) (11,496)
Payment, Tax Withholding, Share-based Payment Arrangement (10,875) (3,473)
Dividends paid (74,085) (15,043)
Tax Receivable Agreement Liability Amount Paid (1,662) (6,632)
Other, net (302) (294)
Net cash (used in) provided by financing activities (34,347) 29,867
Decrease in cash and cash equivalents (7,881) (9,582)
Balance, beginning of period 137,586 117,289
Balance, end of period 129,705 107,707
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents [Abstract]    
Cash and cash equivalents 129,705  
Balance, end of period 129,705 107,707
Supplemental cash flow disclosures:    
Cash paid for interest, net of $0 and $4,643 capitalized, respectively 50,441 42,255
Capitalized interest 0 4,643
Non-cash investing and financing activities:    
Capital expenditures incurred but not yet paid $ 36,041 $ 110,771
v3.24.1.u1
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Statement of Cash Flows [Abstract]    
Capitalized interest $ 0 $ 4,643
Payment, Tax Withholding, Share-based Payment Arrangement $ (10,875) $ (3,473)
v3.24.1.u1
Organization, Basis of Presentation and Significant Accounting Policies
 3 Months Ended
Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization, Basis of Presentation and Significant Accounting Policies 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 seven major gaming facilities and ten smaller casino properties (three of which are 50% owned) in the Las Vegas regional market. In December 2023, the Company opened Durango Casino & Resort (“Durango”).
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 March 31, 2024, the Company held 58% of the economic interests and 100% of the voting power in Station Holdco, subject to certain limited exceptions, and is designated as the sole managing member of both Station Holdco and Station LLC. The Company controls and operates all of the business and affairs of Station Holdco and Station LLC, and conducts all of its operations through these entities.
Basis of Presentation
The accompanying condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted pursuant to such rules and regulations, although management believes that the disclosures are adequate to make the information presented not misleading. In the opinion of management, all adjustments necessary for a fair presentation of the results for the interim periods have been made, and such adjustments were of a normal recurring nature. The interim results reflected in these condensed consolidated financial statements are not necessarily indicative of results to be expected for the full fiscal year. These financial statements should be read in conjunction with the audited financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. Certain amounts in the condensed consolidated financial statements for the prior year have been reclassified to be consistent with the current year presentation.
Principles of Consolidation
Station Holdco and Station LLC are variable interest entities, of which the Company is the primary beneficiary. Accordingly, the Company consolidates the financial position and results of operations of Station LLC and its consolidated subsidiaries and Station Holdco, and presents the interests in Station Holdco not owned by Red Rock within noncontrolling interest in the condensed consolidated financial statements. All significant intercompany accounts and transactions have been eliminated. Investments in all 50% or less owned affiliated companies are accounted for using the equity method.
Use of Estimates
The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect amounts reported and disclosed. Actual results could differ from those estimates.
Significant Accounting Policies
A description of the Company’s significant accounting policies is included in the audited financial statements within its Annual Report on Form 10-K for the year ended December 31, 2023.
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Noncontrolling Interest in Station Holdco
 3 Months Ended
Mar. 31, 2024
Noncontrolling Interest [Abstract]  
Noncontrolling Interest in Station Holdco Noncontrolling Interest in Station Holdco
As discussed in Note 1, Red Rock holds a controlling interest in and consolidates the financial position and results of operations of Station LLC and its subsidiaries and Station Holdco. The interests in Station Holdco not owned by Red Rock are presented within noncontrolling interest in the condensed consolidated financial statements. Entities controlled by Frank J. Fertitta III, the Company’s Chairman of the Board and Chief Executive Officer, and Lorenzo J. Fertitta, the Company’s Vice Chairman of the Board and a vice president of the Company (the “Fertitta Family Entities”), hold 99% of the noncontrolling interest.
The ownership of the LLC Units is summarized as follows:
March 31, 2024December 31, 2023
UnitsOwnership %UnitsOwnership %
Red Rock63,824,290 58.1 %63,027,745 57.8 %
Noncontrolling interest holders45,985,804 41.9 %45,985,804 42.2 %
Total109,810,094 100.0 %109,013,549 100.0 %
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.
v3.24.1.u1
Native American Development
 3 Months Ended
Mar. 31, 2024
Development Disclosure [Abstract]  
Native American Development Native American Development
The Company, the North Fork Rancheria of Mono Indians (the “Mono”), a federally recognized Native American tribe located near Fresno, California and the North Fork Rancheria Economic Development Authority (the “Authority”) have entered into a Third Amended and Restated Management Agreement (the “Management Agreement”) and a Third Amended and Restated Development Agreement (the “Development Agreement”), each dated as of November 7, 2023. Pursuant to the Development Agreement, the Company has assisted and will assist the Mono and the Authority in developing a gaming and entertainment facility (the “North Fork Project”) to be located in Madera County, California. Pursuant to the Management Agreement, the Company will assist the Mono and the Authority in operating the North Fork Project. The Company purchased a 305-acre parcel of land adjacent to Highway 99 north of the city of Madera (the “North Fork Site”), which was taken into trust for the benefit of the Mono by the Department of the Interior (“DOI”) in February 2013.
As currently contemplated, the North Fork Project is expected to include approximately 2,000 Class III slot machines and additional Class II slot machines, approximately 40 table games and several restaurants. Future development costs of the project are expected to be between $375 million and $425 million. The following table summarizes the Company’s evaluation at March 31, 2024 of each of the critical milestones that it has identified as necessary to complete the North Fork Project. As of January 5, 2024, the date the Mono received the approval of the Management Agreement from the Chair of the National Indian Gaming Commission (“NIGC”), each of these critical milestones has substantially been resolved.
The following table summarizes the Company’s evaluation at March 31, 2024 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 recognitionFederal 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 compactA 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 DOIThe 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 BIAIn 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 tribeThe North Fork Site was accepted into trust in February 2013.
Approval of management agreement by NIGCIn December 2015, the Mono submitted a Second Amended and Restated Management Agreement, and certain related documents, to the NIGC. In July 2016, the Mono received a deficiency letter from the NIGC seeking additional information concerning the Second Amended and Restated Management Agreement. In March 2018, the Mono submitted the Management Agreement and certain related documents to the NIGC. In June 2018, the Mono received a deficiency letter from the NIGC seeking additional information concerning the Management Agreement. In April 2021, the Mono received an issues letter from the NIGC identifying issues to be addressed prior to approval of the Management Agreement. In September 2022, the Mono received an additional issues letter from the NIGC identifying remaining issues to be addressed prior to approval of the Management Agreement. Following dialogue with the NIGC, the Mono submitted executed North Fork Project agreements to the NIGC in November, 2023. On January 5, 2024, the Chairman of the NIGC approved the Management Agreement.
Gaming licenses:
TypeThe 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 authoritiesThe 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.
In addition to the critical milestones, there is a remaining unresolved legal matter related to the North Fork Project.
In March 2016, Picayune Rancheria of Chukchansi Indians (“Picayune”) filed a complaint for declaratory relief and petition for writ of mandate in California Superior Court for the County of Madera against Governor Edmund G. Brown, Jr., alleging that the referendum that invalidated the Compact also invalidated Governor Brown’s concurrence with the Secretary of the Interior’s determination that gaming on the North Fork Site would be in the best interest of the Mono and not detrimental to the surrounding community. The complaint seeks to vacate and set aside the Governor’s concurrence and was stayed from December 2016 to September 2021, when the Supreme Court of California denied the Mono’s and the State of California’s petition for review in Stand Up for California! v. Brown. As a result of the denial, litigation of this matter has resumed and a first amended complaint was filed by Picayune in December 2022. Each of the State of California and the Mono filed demurrers challenging the first amended complaint; in July 2023, the State of California’s demurrer was granted and the Mono’s demurrer was denied. The Mono has answered the first amended complaint and each of the Mono and Picayune have filed motions for summary judgment, which motions are fully briefed.
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 March 31, 2024, the Company has paid approximately $62.5 million of reimbursable advances to the Mono, primarily to complete the environmental impact study, purchase the North Fork Site and pay the costs of litigation. The repayment of the advances is expected to come from the proceeds of the North Fork Project’s financing, from cash flows from the North Fork Project’s operations, or from a combination of both. In accordance with the Company’s accounting policy, accrued interest on the advances will not be recognized in income until the carrying amount of the advances has been recovered. The carrying amount of the reimbursable advances was reduced by $15.1 million to fair value upon the Company’s adoption of fresh-start reporting in 2011. At March 31, 2024, the carrying amount of the advances was $47.4 million.
In addition to the reimbursable advances, the Company expects to receive a development fee of 4% of the costs of construction for its development services, which will be paid upon the commencement of gaming operations at the facility. The Management Agreement provides for the Company to receive a management fee of 30% of the North Fork Project’s net income. The repayment of all or a portion of the reimbursable advances is anticipated to be subordinated to the Mono’s debt service obligations under the North Fork Project’s financing. The Management Agreement has 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 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.
The Company expects that, upon termination or expiration of the Development Agreement, the Mono will continue to be obligated to repay any unpaid principal and interest on the advances from the Company. Amounts due to the Company under the Development Agreement and Management Agreement are secured by substantially all of the assets of the North Fork Project except the North Fork Site. In addition, each of the Development Agreement and the Management Agreement contains waivers of the Mono’s sovereign immunity from suit for the purpose of enforcing the agreements or permitting or compelling arbitration and other remedies.
The timing of both the North Fork Project and of the repayment of the reimbursable advances is difficult to predict and is contingent on the achievement of the critical milestones, the financing of the North Fork Project, and the cash flows from the North Fork Project. The Company currently estimates that construction of the North Fork Project may begin in the next six months and estimates that the North Fork Project would be completed and opened for business approximately 15 to 18 months after construction begins. The Company expects to assist the Mono in obtaining financing for the North Fork Project once all necessary critical milestones have been achieved and prior to commencement of construction.
The Company has evaluated the likelihood that the North Fork Project will be successfully completed and opened, and has concluded that the likelihood of successful completion is in the range of 75% to 85% at March 31, 2024. The Company’s evaluation is based on its consideration of all available positive and negative evidence about the status of the North Fork Project, including, but not limited to, the status of required regulatory approvals, as well as the progress being made toward the achievement of any remaining critical milestones, the arrangement of financing for the North Fork Project and the status of any remaining litigation and contingencies. There can be no assurance that all the necessary governmental and regulatory approvals will be obtained, that financing will be obtained, that the financing and/or the cash flows from the North Fork Project will be sufficient to repay the advances, that the North Fork Project will be successfully completed or that future 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.
v3.24.1.u1
Other Accrued Liabilities
 3 Months Ended
Mar. 31, 2024
Accrued Liabilities, Current [Abstract]  
Other Accrued Liabilities Other Accrued Liabilities
Other accrued liabilities consisted of the following (amounts in thousands):
 March 31,
2024		December 31, 2023
Contract and customer-related liabilities:
Unpaid wagers, outstanding chips and other customer-related liabilities$23,174 $23,361 
Advance deposits and future wagers17,093 20,195 
Rewards program liability11,605 11,192 
Other accrued liabilities:
Construction payables and equipment purchase accruals89,838 118,316 
Accrued payroll and related38,604 42,048 
Accrued gaming and related31,690 29,497 
Operating lease liabilities, current portion6,148 6,137 
Other30,933 29,747 
$249,085 $280,493 
Construction payables and equipment purchase accruals at March 31, 2024 and December 31, 2023 included $57.1 million and $100.2 million, respectively, related to the development of Durango.
v3.24.1.u1
Share-based Compensation
 3 Months Ended
Mar. 31, 2024
Share-Based Payment Arrangement [Abstract]  
Share-based Compensation 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 23.8 million shares of Class A common stock are reserved for issuance under the plan, of which approximately 12.3 million shares were available for issuance at March 31, 2024.
The following table presents information about the Company’s share-based compensation awards:
Restricted Class A
 Common Stock		Stock Options
SharesWeighted-average grant date fair valueSharesWeighted-average exercise price
Outstanding at January 1, 2024422,684 $42.39 6,179,510 $33.35 
Activity during the period:
Granted182,542 58.50 712,772 58.50 
Vested/exercised (a)(66,481)31.92 (1,375,607)25.66 
Forfeited/expired— — (22,636)41.37 
Antidilution adjustment (b)— $— 101,083 n/m
Outstanding at March 31, 2024538,745 $49.14 5,595,122 $37.81 
_______________________________________________________________
(a)Stock options exercised included 796,877 options that were not converted into shares due to net share settlements to cover the aggregate exercise price and employee withholding taxes.
(b)As a result of the special dividend paid in March 2024, all outstanding stock option awards were adjusted to decrease the exercise price of the options and increase the number of shares issuable under the awards pursuant to an antidilution provision in the Equity Incentive Plan.
The Company recognized share-based compensation expense of $5.9 million and $5.3 million for the three months ended March 31, 2024 and 2023, respectively. At March 31, 2024, unrecognized share-based compensation cost was $71.2 million, which is expected to be recognized over a weighted-average period of 3.0 years.
v3.24.1.u1
Income Taxes
 3 Months Ended
Mar. 31, 2024
Income Tax Disclosure [Abstract]  
Income Taxes Income Taxes
Red Rock is a corporation and pays corporate federal, state and local taxes on its income, primarily pass-through income from Station Holdco based upon Red Rock’s economic interest held in Station Holdco. Station Holdco is a partnership for income tax reporting purposes. Station Holdco’s members, including the Company, are liable for federal, state and local income taxes based on their respective share of Station Holdco’s pass-through taxable income.
The Company’s tax provision or benefit from income taxes for interim periods is determined using an estimate of the Company’s annual effective tax rate, adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter, the Company updates the estimate of the annual effective tax rate and makes necessary cumulative adjustments to the total tax provision or benefit.
The Company’s effective tax rate for the three months ended March 31, 2024 was 7.4%, as compared to 10.7% for the three months ended March 31, 2023. The Company’s effective tax rate for the three months ended March 31, 2024 differs from the 21% statutory rate primarily because its effective tax rate includes a rate benefit attributable to the fact that Station Holdco operates as a limited liability company, which is not subject to federal income tax. Accordingly, the Company is not taxed on the portion of Station Holdco’s income attributable to noncontrolling interests. Additionally, the effective tax rate is impacted by the permanent tax benefit attributable to the stock compensation activity from Station Holdco.
As a result of the Company’s 2016 initial public offering (“IPO”) and certain reorganization transactions, the Company recorded a net deferred tax asset resulting from the outside basis difference of its interest in Station Holdco. The Company also recorded a deferred tax asset for its liability related to payments to be made pursuant to the tax receivable agreement (“TRA”) representing 85% of the tax savings the Company expects to realize from the amortization deductions associated with the step-up in the basis of depreciable assets under Section 754 of the Internal Revenue Code. This deferred tax asset will be recovered as cash payments are made to the TRA participants. In addition, the Company records deferred tax assets related to net operating losses and other tax attributes, as applicable.
The Company considers both positive and negative evidence when measuring the need for a valuation allowance. A valuation allowance is not required to the extent that, in management’s judgment, positive evidence exists with a magnitude and duration sufficient to result in a conclusion that it is more likely than not (a likelihood of more than 50%) that the Company’s deferred tax assets will be realized.
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 March 31, 2024 and December 31, 2023, the Company’s liability under the TRA was $20.4 million and $22.1 million, respectively, of which $5.6 million and $6.0 million, respectively, was payable to Fertitta Family Entities. No LLC Units were exchanged during the three months ended March 31, 2024 or 2023. During the three months ended March 31, 2024 the Company made payments on the TRA liability of $1.7 million and expects to pay $1.2 million of the TRA liability within the next twelve months.
v3.24.1.u1
Earnings (Loss) Per Share
 3 Months Ended
Mar. 31, 2024
Earnings Per Share [Abstract]  
Earnings Per Share Earnings Per Share
Basic earnings per share is calculated by dividing net income attributable to Red Rock by the weighted-average number of shares of Class A common stock outstanding during the period. The calculation of diluted earnings per share gives effect to all potentially dilutive shares, including shares issuable pursuant to outstanding stock options and nonvested restricted shares of Class A common stock, based on the application of the treasury stock method, and outstanding Class B common stock that is exchangeable, along with an equal number of LLC Units, for Class A common stock, based on the application of the if-converted method. Dilutive shares included in the calculation of diluted earnings per share for the three months ended March 31, 2024 and 2023 represented 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.
A reconciliation of the numerator and denominator used in the calculation of basic and diluted earnings per share is presented below (amounts in thousands):
Three Months Ended
March 31,
20242023
Net income$78,371 $85,527 
Less: net income attributable to noncontrolling interests(35,536)(40,851)
Net income attributable to Red Rock, basic42,835 44,676 
Effect of dilutive securities28,074 32,272 
Net income attributable to Red Rock, diluted$70,909 $76,948 
Three Months Ended
March 31,
20242023
Weighted average shares of Class A common stock outstanding, basic58,783 57,653 
Effect of dilutive securities44,945 45,537 
Weighted average shares of Class A common stock outstanding, diluted103,728 103,190 
The calculation of diluted earnings per share of Class A common stock excluded the following potentially dilutive securities that were outstanding at March 31, 2024 and 2023, respectively, because their inclusion would have been antidilutive (amounts in thousands):
Three Months Ended
March 31,
20242023
Stock options2,173 2,392 
Unvested restricted shares of Class A common stock173 220 
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.
v3.24.1.u1
Commitments and Contingencies
 3 Months Ended
Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies Commitments and Contingencies
The Company and its subsidiaries are defendants in various lawsuits relating to routine matters incidental to their business. No assurance can be provided as to the outcome of any legal matters and litigation inherently involves significant risks. The Company does not believe there are any legal matters outstanding that would have a material impact on its financial condition or results of operations.
v3.24.1.u1
Segments
 3 Months Ended
Mar. 31, 2024
Segment Reporting [Abstract]  
Segments Segments
The Company views each of its Las Vegas casino properties and each of its Native American management arrangements as an individual operating segment. The Company aggregates all of its Las Vegas operating segments into one reportable segment because all of its Las Vegas properties offer similar products, cater to the same customer base, have the same regulatory and tax structure, share the same marketing techniques, are directed by a centralized management structure and have similar economic characteristics. The Company also aggregates its Native American management arrangements into one reportable segment. There was no Native American management activity in the current or prior year periods.
The Company utilizes adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) as its primary performance measure. The Company’s segment information and a reconciliation of net income to Adjusted EBITDA are presented below (amounts in thousands).
Three Months Ended
March 31,
20242023
Net revenues
Las Vegas operations:
Casino$316,854 $288,240 
Food and beverage93,278 78,147 
Room52,888 43,939 
Other (a)22,547 19,723 
Las Vegas operations net revenues485,567 430,049 
Corporate and other3,330 3,587 
Net revenues$488,897 $433,636 
Net income$78,371 $85,527 
Adjustments
Depreciation and amortization44,873 31,095 
Share-based compensation5,875 5,296 
Write-downs and other, net2,141 19,619 
Interest expense, net57,201 42,456 
Loss on extinguishment/modification of debt14,402 — 
Provision for income tax6,273 10,191 
Adjusted EBITDA (b)$209,136 $194,184 
Adjusted EBITDA
Las Vegas operations$229,759 $214,089 
Corporate and other(20,623)(19,905)
Adjusted EBITDA$209,136 $194,184 
_______________________________________________________________
(a)Includes tenant lease revenue of $7.7 million and $5.8 million for the three months ended March 31, 2024 and 2023, respectively. Revenue from tenant leases is accounted for under the lease accounting guidance and included in Other revenues in the Company’s Condensed Consolidated Statements of Income.
(b)Adjusted EBITDA for the three months ended March 31, 2024 and 2023 includes net income plus depreciation and amortization, share-based compensation, write-downs and other, net (including gains and losses on asset disposals, preopening and development, business innovation and technology enhancements, demolition costs and non-routine items), interest expense, net, loss on extinguishment/modification of debt and provision for income tax.
v3.24.1.u1
Organization, Basis of Presentation and Significant Accounting Policies (Policies)
 3 Months Ended
Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Basis of Presentation
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, 2023. Certain amounts in the condensed consolidated financial statements for the prior year have been reclassified to be consistent with the current year presentation.
Principles of Consolidation
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 interests in Station Holdco not owned by Red Rock within noncontrolling interest in the condensed consolidated financial statements. All significant intercompany accounts and transactions have been eliminated. Investments in all 50% or less owned affiliated companies are accounted for using the equity method.
Use of Estimates
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
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, 2023.
New Accounting Pronouncements
Recently Issued Accounting Standards
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280). The ASU is intended to improve disclosures of significant segment expenses by requiring disclosure of significant segment expenses regularly provided to the chief operating decision maker (“CODM”), requiring disclosure of other segment items by reportable segment, extend certain annual disclosures to interim periods, permit more than one measure of segment profit or loss to be reported under certain conditions and requiring disclosure of the CODM’s title and position and how the CODM uses reported measure(s) in assessing segment performance. The amendments are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 and are required to be applied retrospectively to all periods presented. Early adoption is permitted, including adoption in any interim periods for which financial statements have not been issued. The Company is currently evaluating the guidance and its impact to the financial statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740). The ASU is intended to provide more transparency of income tax information through improvements to income tax disclosures, primarily rate reconciliation and income taxes paid. For public entities, the amendments in this update are effective for annual periods beginning after December 15, 2024. Amendments should be applied on a prospective basis. The Company does not anticipate that this ASU will have a material impact on its financial statements.
v3.24.1.u1
Income Taxes (Policies)
 3 Months Ended
Mar. 31, 2024
Income Tax Disclosure [Abstract]  
Income Tax, Policy 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.
v3.24.1.u1
Noncontrolling Interest in Station Holdco (Tables)
 3 Months Ended
Mar. 31, 2024
Noncontrolling Interest [Abstract]  
Noncontrolling Interest Ownership
The ownership of the LLC Units is summarized as follows:
March 31, 2024December 31, 2023
UnitsOwnership %UnitsOwnership %
Red Rock63,824,290 58.1 %63,027,745 57.8 %
Noncontrolling interest holders45,985,804 41.9 %45,985,804 42.2 %
Total109,810,094 100.0 %109,013,549 100.0 %
v3.24.1.u1
Native American Development (Tables)
 3 Months Ended
Mar. 31, 2024
Development Disclosure [Abstract]  
Schedule of Development and Management Agreements
The following table summarizes the Company’s evaluation at March 31, 2024 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 recognitionFederal 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 compactA 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 DOIThe 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 BIAIn 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 tribeThe North Fork Site was accepted into trust in February 2013.
Approval of management agreement by NIGCIn December 2015, the Mono submitted a Second Amended and Restated Management Agreement, and certain related documents, to the NIGC. In July 2016, the Mono received a deficiency letter from the NIGC seeking additional information concerning the Second Amended and Restated Management Agreement. In March 2018, the Mono submitted the Management Agreement and certain related documents to the NIGC. In June 2018, the Mono received a deficiency letter from the NIGC seeking additional information concerning the Management Agreement. In April 2021, the Mono received an issues letter from the NIGC identifying issues to be addressed prior to approval of the Management Agreement. In September 2022, the Mono received an additional issues letter from the NIGC identifying remaining issues to be addressed prior to approval of the Management Agreement. Following dialogue with the NIGC, the Mono submitted executed North Fork Project agreements to the NIGC in November, 2023. On January 5, 2024, the Chairman of the NIGC approved the Management Agreement.
Gaming licenses:
TypeThe 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 authoritiesThe 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.
v3.24.1.u1
Other Accrued Liabilities (Tables)
 3 Months Ended
Mar. 31, 2024
Accrued Liabilities, Current [Abstract]  
Schedule of Accrued Liabilities
Other accrued liabilities consisted of the following (amounts in thousands):
 March 31,
2024		December 31, 2023
Contract and customer-related liabilities:
Unpaid wagers, outstanding chips and other customer-related liabilities$23,174 $23,361 
Advance deposits and future wagers17,093 20,195 
Rewards program liability11,605 11,192 
Other accrued liabilities:
Construction payables and equipment purchase accruals89,838 118,316 
Accrued payroll and related38,604 42,048 
Accrued gaming and related31,690 29,497 
Operating lease liabilities, current portion6,148 6,137 
Other30,933 29,747 
$249,085 $280,493 
v3.24.1.u1
Long-term Debt (Tables)
 3 Months Ended
Mar. 31, 2024
Debt Disclosure [Abstract]  
Schedule of Long-term Debt Instruments
Long-term debt consisted of the following indebtedness of Station LLC (amounts in thousands):
March 31,
2024		December 31, 2023
Term Loan B Facility due March 14, 2031, interest at margin above SOFR or base rate (7.58% at March 31, 2024), net of unamortized discount and deferred costs of $22.6 million at March 31, 2024
$1,547,368 $— 
Term Loan B Facility due February 7, 2027, interest at a margin above SOFR or base rate (7.71% at December 31, 2023), net of unamortized discount and deferred issuance costs of $15.9 million at December 31, 2023
— 1,442,054 
Term Loan A Facility due February 7, 2025, interest at a margin above SOFR or base rate (6.96% at December 31, 2023), net of unamortized discount and deferred issuance costs of $0.6 million at December 31, 2023
— 152,955 
Revolving Credit Facility due March 14, 2029, interest at a margin above SOFR or base rate (6.83% at March 31, 2024)
185,000 — 
Revolving Credit Facility due February 7, 2025, interest at a margin above SOFR or base rate (6.96% at December 31, 2023)
— 512,000 
6.625% Senior Notes due March 14, 2032, net of unamortized deferred issuance costs of $6.7 million at March 31, 2024
493,324 — 
4.625% Senior Notes due December 1, 2031, net of unamortized deferred issuance costs of $4.9 million at March 31, 2024 and December 31, 2023
495,136 495,006 
4.50% Senior Notes due February 15, 2028, net of unamortized discount and deferred issuance costs of $4.4 million and $4.7 million at March 31, 2024 and December 31, 2023, respectively
686,387 686,129 
Other long-term debt, weighted-average interest of 3.88% at March 31, 2024 and December 31, 2023, net of unamortized discount and deferred issuance costs of $0.1 million at March 31, 2024 and December 31, 2023
39,335 39,618 
Total long-term debt3,446,550 3,327,762 
Current portion of long-term debt(17,039)(26,104)
Total long-term debt, net$3,429,511 $3,301,658 
Schedule of Long-Term Debt, Carrying Values and Estimated Fair Values
The estimated fair value of Station LLC’s long-term debt compared with its carrying amount is presented below (amounts in millions):
March 31,
2024		December 31, 2023
Aggregate fair value$3,392 $3,245 
Aggregate carrying amount3,447 3,328 
Schedule of Interest Rates The applicable margin in the case of the New Revolving Credit Facility is shown below:
Revolving Credit Facility due March 14, 2029
Consolidated Senior Secured Net Leverage RatioSOFRBase Rate
Greater than 3.00 to 1.001.75 %0.75 %
Equal to or less than 3.00 to 1.001.50 %0.50 %
v3.24.1.u1
Stockholders' Equity (Tables)
 3 Months Ended
Mar. 31, 2024
Equity [Abstract]  
Reconciliation of Net Income and Changes to Noncontrolling Interest
Net Income 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 and transfers from (to) noncontrolling interests (amounts in thousands):
Three Months Ended
March 31,
20242023
Net income attributable to Red Rock Resorts, Inc.$42,835 $44,676 
Transfers from (to) noncontrolling interests:
Rebalancing of ownership percentage between the Company and noncontrolling interests in Station Holdco 2,869 (743)
Net transfers from (to) noncontrolling interests2,869 (743)
Change from net income attributable to Red Rock Resorts, Inc. and net transfers from (to) noncontrolling interests$45,704 $43,933 
v3.24.1.u1
Share-based Compensation (Tables)
 3 Months Ended
Mar. 31, 2024
Share-Based Payment Arrangement [Abstract]  
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award
The following table presents information about the Company’s share-based compensation awards:
Restricted Class A
 Common Stock		Stock Options
SharesWeighted-average grant date fair valueSharesWeighted-average exercise price
Outstanding at January 1, 2024422,684 $42.39 6,179,510 $33.35 
Activity during the period:
Granted182,542 58.50 712,772 58.50 
Vested/exercised (a)(66,481)31.92 (1,375,607)25.66 
Forfeited/expired— — (22,636)41.37 
Antidilution adjustment (b)— $— 101,083 n/m
Outstanding at March 31, 2024538,745 $49.14 5,595,122 $37.81 
_______________________________________________________________
(a)Stock options exercised included 796,877 options that were not converted into shares due to net share settlements to cover the aggregate exercise price and employee withholding taxes.
(b)As a result of the special dividend paid in March 2024, all outstanding stock option awards were adjusted to decrease the exercise price of the options and increase the number of shares issuable under the awards pursuant to an antidilution provision in the Equity Incentive Plan.
v3.24.1.u1
Earnings (Loss) Per Share (Tables)
 3 Months Ended
Mar. 31, 2024
Earnings Per Share [Abstract]  
Schedule of Earnings Per Share, Basic and Diluted
A reconciliation of the numerator and denominator used in the calculation of basic and diluted earnings per share is presented below (amounts in thousands):
Three Months Ended
March 31,
20242023
Net income$78,371 $85,527 
Less: net income attributable to noncontrolling interests(35,536)(40,851)
Net income attributable to Red Rock, basic42,835 44,676 
Effect of dilutive securities28,074 32,272 
Net income attributable to Red Rock, diluted$70,909 $76,948 
Three Months Ended
March 31,
20242023
Weighted average shares of Class A common stock outstanding, basic58,783 57,653 
Effect of dilutive securities44,945 45,537 
Weighted average shares of Class A common stock outstanding, diluted103,728 103,190 
Schedule of Antidilutive Securities Excluded from Computation of Diluted Earnings Per Share
The calculation of diluted earnings per share of Class A common stock excluded the following potentially dilutive securities that were outstanding at March 31, 2024 and 2023, respectively, because their inclusion would have been antidilutive (amounts in thousands):
Three Months Ended
March 31,
20242023
Stock options2,173 2,392 
Unvested restricted shares of Class A common stock173 220 
v3.24.1.u1
Segment Reporting (Tables)
 3 Months Ended
Mar. 31, 2024
Segment Reporting [Abstract]  
Schedule of Segment Reporting Information, by Segment
The Company utilizes adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) as its primary performance measure. The Company’s segment information and a reconciliation of net income to Adjusted EBITDA are presented below (amounts in thousands).
Three Months Ended
March 31,
20242023
Net revenues
Las Vegas operations:
Casino$316,854 $288,240 
Food and beverage93,278 78,147 
Room52,888 43,939 
Other (a)22,547 19,723 
Las Vegas operations net revenues485,567 430,049 
Corporate and other3,330 3,587 
Net revenues$488,897 $433,636 
Net income$78,371 $85,527 
Adjustments
Depreciation and amortization44,873 31,095 
Share-based compensation5,875 5,296 
Write-downs and other, net2,141 19,619 
Interest expense, net57,201 42,456 
Loss on extinguishment/modification of debt14,402 — 
Provision for income tax6,273 10,191 
Adjusted EBITDA (b)$209,136 $194,184 
Adjusted EBITDA
Las Vegas operations$229,759 $214,089 
Corporate and other(20,623)(19,905)
Adjusted EBITDA$209,136 $194,184 
_______________________________________________________________
(a)Includes tenant lease revenue of $7.7 million and $5.8 million for the three months ended March 31, 2024 and 2023, respectively. Revenue from tenant leases is accounted for under the lease accounting guidance and included in Other revenues in the Company’s Condensed Consolidated Statements of Income.
(b)Adjusted EBITDA for the three months ended March 31, 2024 and 2023 includes net income plus depreciation and amortization, share-based compensation, write-downs and other, net (including gains and losses on asset disposals, preopening and development, business innovation and technology enhancements, demolition costs and non-routine items), interest expense, net, loss on extinguishment/modification of debt and provision for income tax.
 [1]
[1] Adjusted EBITDA for the three months ended March 31, 2024 and 2023 includes net income plus depreciation and amortization, share-based compensation, write-downs and other, net (including gains and losses on asset disposals, preopening and development, business innovation and technology enhancements, demolition costs and non-routine items), interest expense, net, loss on extinguishment/modification of debt and provision for income tax.
v3.24.1.u1
Organization, Basis of Presentation and Significant Accounting Policies (Details)
$ in Thousands
Mar. 31, 2024
USD ($)
Casino_Property
Rate
Dec. 31, 2023
USD ($)
Land held for development | $ $ 452,785 $ 451,010
Major Hotel Casino Properties | Wholly Owned Properties    
Number of casino properties 7  
Smaller Casino Properties    
Number of casino properties 10  
Smaller Casino Properties | Partially Owned Properties    
Parent ownership percentage (unconsolidated) | Rate 50.00%  
Smaller Casino Properties | Partially Owned Properties    
Number of casino properties 3  
Red Rock Resorts | Voting Units | Station Casinos LLC    
Parent ownership percentage (consolidated) 100.00%  
Red Rock Resorts | Non-Voting Units | Station Holdco    
Parent ownership percentage (consolidated) 58.00%  
v3.24.1.u1
Noncontrolling Interest in Station Holdco (Details) - shares
Mar. 31, 2024
Dec. 31, 2023
Noncontrolling Interest [Line Items]    
Units outstanding (in units) 109,810,094 109,013,549
Total ownership percentage (consolidated) 100.00% 100.00%
Entities related to Frank J. Fertitta III and Lorenzo J Fertitta | Entities related to Frank J. Fertitta III and Lorenzo J Fertitta    
Noncontrolling Interest [Line Items]    
Noncontrolling ownership percentage (consolidated) 99.00%  
Class A common stock | Red Rock Resorts    
Noncontrolling Interest [Line Items]    
Units outstanding (in units) 63,824,290 63,027,745
Parent ownership percentage (consolidated) 58.10% 57.80%
Class B common stock | LLC Unit Holders    
Noncontrolling Interest [Line Items]    
Units outstanding (in units) 45,985,804 45,985,804
Noncontrolling ownership percentage (consolidated) 41.90% 42.20%
v3.24.1.u1
Native American Development - North Fork (Details)
$ in Thousands
 3 Months Ended
Mar. 31, 2024
USD ($)
a
Table_Games
Slot_Machines
Dec. 31, 2023
USD ($)
Development and Management Agreements, Native American [Line Items]    
Native American development costs $ 47,365 $ 45,879
North Fork Rancheria of Mono Indians    
Development and Management Agreements, Native American [Line Items]    
Number of table games | Table_Games 40  
Reimbursable advances for Native American development $ 62,500  
Native American development costs $ 47,400  
Development fee, percent fee 4.00%  
Property management fee, percent fee 30.00%  
Management agreement, term 7 years  
Development agreement, term 7 years  
Estimated period to begin construction 6 months  
Assets, Fair Value Adjustment $ 15,100  
North Fork Rancheria of Mono Indians | Minimum    
Development and Management Agreements, Native American [Line Items]    
Number of slot machines | Slot_Machines 2,000  
Estimated costs for Native American development projects $ 375,000  
Estimated period after construction begins, facility is completed and open for business 15 months  
Successful project completion 75.00%  
North Fork Rancheria of Mono Indians | Maximum    
Development and Management Agreements, Native American [Line Items]    
Number of slot machines | Slot_Machines 2,500  
Estimated costs for Native American development projects $ 425,000  
Estimated period after construction begins, facility is completed and open for business 18 months  
Successful project completion 85.00%  
North Fork Rancheria of Mono Indians | Land Held for Development    
Development and Management Agreements, Native American [Line Items]    
Area of land | a 305  
v3.24.1.u1
Other Accrued Liabilities (Details) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Schedule of Other Accrued Liabilities [Line Items]    
Construction Payable, Current $ 89,838 $ 118,316
Rewards Program liability 11,605 11,192
Advance deposits and future wagers 17,093 20,195
Unpaid wagers, outstanding chips and other customer-related liabilities 23,174 23,361
Accrued payroll and related 38,604 42,048
Accrued gaming and related 31,690 29,497
Construction Payable, Current 89,838 118,316
Operating lease liabilities, current portion 6,148 6,137
Other 30,933 29,747
Other accrued liabilities 249,085 280,493
Durango [Member]    
Schedule of Other Accrued Liabilities [Line Items]    
Construction Payable, Current 57,100 100,200
Construction Payable, Current $ 57,100 $ 100,200
v3.24.1.u1
Long-term Debt - Schedule of Long-term Instruments (Details) - USD ($)
Mar. 31, 2024
Mar. 31, 2024
Mar. 31, 2024
Dec. 31, 2023
Debt Instrument [Line Items]        
Current portion of long-term debt $ (17,039,000)     $ (26,104,000)
Total long-term debt, net 3,429,511,000     3,301,658,000
Station Casinos LLC        
Debt Instrument [Line Items]        
Long-term debt 3,446,550,000     3,327,762,000
Current portion of long-term debt (17,039,000)     (26,104,000)
Total long-term debt, net 3,429,511,000     3,301,658,000
Station Casinos LLC | Line of Credit | Term Loan B Facility, Due February 7, 2027        
Debt Instrument [Line Items]        
Long-term debt 0     1,442,054,000
Unamortized discount and deferred issuance costs       $ 15,900,000
Effective interest rate (as a percent)       7.71%
Station Casinos LLC | Line of Credit | Term Loan A Facility, Due February 7, 2025        
Debt Instrument [Line Items]        
Long-term debt 0     $ 152,955,000
Unamortized discount and deferred issuance costs       $ 600,000
Effective interest rate (as a percent)       6.96%
Station Casinos LLC | Line of Credit | Term Loan B Facility, Due March 14, 2031        
Debt Instrument [Line Items]        
Long-term debt 1,547,368,000     $ 0
Unamortized discount and deferred issuance costs 22,600,000      
Effective interest rate (as a percent)   7.58%    
Station Casinos LLC | Revolving Credit Facility | Revolving Credit Facility Due February 7, 2025        
Debt Instrument [Line Items]        
Long-term debt 0     512,000,000
Station Casinos LLC | Revolving Credit Facility | Revolving Credit Facility Due March 14, 2029        
Debt Instrument [Line Items]        
Long-term debt 185,000,000     0
Station Casinos LLC | Senior Notes | 4.625% Senior Notes, Due December 1, 2031        
Debt Instrument [Line Items]        
Long-term debt 495,136,000     495,006,000
Unamortized discount and deferred issuance costs 4,900,000     $ 4,900,000
Stated interest rate (as a percent)     4.625% 4.625%
Station Casinos LLC | Senior Notes | 4.50% Senior Notes, Due February 15, 2028        
Debt Instrument [Line Items]        
Long-term debt 686,387,000     $ 686,129,000
Unamortized discount and deferred issuance costs 4,400,000     $ 4,700,000
Stated interest rate (as a percent)     4.50% 4.50%
Station Casinos LLC | Senior Notes | 6.625% Senior Notes, Due March 14, 2032        
Debt Instrument [Line Items]        
Long-term debt 493,324,000     $ 0
Stated interest rate (as a percent)   6.625% 6.625%  
Debt Instrument, Unamortized Discount (Premium), Net 6,700,000      
Station Casinos LLC | Other Long-term Debt        
Debt Instrument [Line Items]        
Unamortized discount and deferred issuance costs 100,000     $ 100,000
Weighted average interest rate (as a percent)     3.88% 3.88%
Station Casinos LLC | Line of Credit and Revolving Credit Facility | Revolving Credit Facility Due February 7, 2025        
Debt Instrument [Line Items]        
Stated interest rate (as a percent)       6.96%
Station Casinos LLC | Line of Credit and Revolving Credit Facility | Revolving Credit Facility Due March 14, 2029        
Debt Instrument [Line Items]        
Stated interest rate (as a percent)   6.83%    
Station Casinos LLC | Other Debt Obligations        
Debt Instrument [Line Items]        
Long-term debt $ 39,335,000     $ 39,618,000
v3.24.1.u1
Long-term Debt - Narrative (Details)
$ in Thousands
 3 Months Ended 84 Months Ended
Mar. 31, 2024
USD ($)
Rate
Mar. 31, 2023
USD ($)
Mar. 14, 2031
Rate
Apr. 09, 2024
USD ($)
Mar. 31, 2024
Rate
Mar. 31, 2024
Mar. 14, 2024
USD ($)
Dec. 31, 2023
USD ($)
Debt Instrument [Line Items]                
Gain (Loss) on Extinguishment of Debt $ (14,402) $ 0            
Interest Rate Contract                
Debt Instrument [Line Items]                
Notional amount       $ 750,000        
6.625% Senior Notes, Due March 14, 2032                
Debt Instrument [Line Items]                
Debt Issuance Costs Incurred 6,700              
Station Casinos LLC                
Debt Instrument [Line Items]                
Long-term Debt $ 3,446,550             $ 3,327,762
Long-term Debt Long-term Debt
Long-term debt consisted of the following indebtedness of Station LLC (amounts in thousands):
March 31,
2024		December 31, 2023
Term Loan B Facility due March 14, 2031, interest at margin above SOFR or base rate (7.58% at March 31, 2024), net of unamortized discount and deferred costs of $22.6 million at March 31, 2024
$1,547,368 $— 
Term Loan B Facility due February 7, 2027, interest at a margin above SOFR or base rate (7.71% at December 31, 2023), net of unamortized discount and deferred issuance costs of $15.9 million at December 31, 2023
— 1,442,054 
Term Loan A Facility due February 7, 2025, interest at a margin above SOFR or base rate (6.96% at December 31, 2023), net of unamortized discount and deferred issuance costs of $0.6 million at December 31, 2023
— 152,955 
Revolving Credit Facility due March 14, 2029, interest at a margin above SOFR or base rate (6.83% at March 31, 2024)
185,000 — 
Revolving Credit Facility due February 7, 2025, interest at a margin above SOFR or base rate (6.96% at December 31, 2023)
— 512,000 
6.625% Senior Notes due March 14, 2032, net of unamortized deferred issuance costs of $6.7 million at March 31, 2024
493,324 — 
4.625% Senior Notes due December 1, 2031, net of unamortized deferred issuance costs of $4.9 million at March 31, 2024 and December 31, 2023
495,136 495,006 
4.50% Senior Notes due February 15, 2028, net of unamortized discount and deferred issuance costs of $4.4 million and $4.7 million at March 31, 2024 and December 31, 2023, respectively
686,387 686,129 
Other long-term debt, weighted-average interest of 3.88% at March 31, 2024 and December 31, 2023, net of unamortized discount and deferred issuance costs of $0.1 million at March 31, 2024 and December 31, 2023
39,335 39,618 
Total long-term debt3,446,550 3,327,762 
Current portion of long-term debt(17,039)(26,104)
Total long-term debt, net$3,429,511 $3,301,658 
Credit Facility
On March 14, 2024, Station LLC entered into an amended and restated credit agreement (the “Credit Agreement”), which amended and restated the existing credit agreement and pursuant to which the Company repaid all loans outstanding under the existing credit agreement and (a) incurred (i) a new senior secured term “B” loan facility in an aggregate principal amount of $1,570.0 million (the “New Term B Facility” and the term “B” loans funded thereunder, the “New Term B Loan”) and (ii) a new senior secured revolving credit facility in an aggregate principal amount of $1,100.0 million (the “New Revolving Credit Facility” and, together with the New Term B Facility, the “New Credit Facilities”), and (b) made certain other amendments to the existing credit agreement, including the extinguishment of the existing term loan “A” facility. The New Revolving Credit Facility will mature on March 14, 2029 and the New Term B Facility will mature on March 14, 2031.
Borrowings under the New Credit Facilities bear interest at a rate per annum, at Station LLC’s option, equal to either the forward-looking Secured Overnight Financing Rate term (“Term SOFR”) or a base rate determined by reference to the highest of (i) the federal funds rate plus 0.50%, (ii) the administrative agent’s “prime rate” and (iii) the one-month Term SOFR rate plus 1.00%, in each case plus an applicable margin. Such applicable margin is, in the case of the New Term B Loan, 2.25% per annum in the case of any Term SOFR loan and 1.25% in the case of any base rate loan. The applicable margin in the case of the New Revolving Credit Facility is shown below:
Revolving Credit Facility due March 14, 2029
Consolidated Senior Secured Net Leverage RatioSOFRBase Rate
Greater than 3.00 to 1.001.75 %0.75 %
Equal to or less than 3.00 to 1.001.50 %0.50 %
The New Credit Facilities contain a number of customary covenants, including requirements that Station LLC maintain throughout the term of such facilities and measured as of the end of each quarter, a maximum total secured net leverage ratio of 5.00 to 1.00. A breach of the financial ratio covenants shall only become an event of default if not cured and a Covenant Facility Acceleration has occurred. Management believes the Company was in compliance with all applicable covenants at March 31, 2024.
Revolving Credit Facility
At March 31, 2024, Station LLC’s borrowing availability under the New Revolving Credit Facility, subject to continued compliance with the terms of the facility, was $871.1 million, which was net of $185.0 million in outstanding borrowings and $43.9 million in outstanding letters of credit and similar obligations.
6.625% Senior Notes
On March 14, 2024, Station LLC issued $500.0 million in aggregate principal amount of 6.625% senior notes due 2032 (the “6.625% Senior Notes”) pursuant to an indenture dated as of March 14, 2024, among Station LLC, the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee. The net proceeds of the sale of the 6.625% Senior Notes together with the borrowings under the New Term B Loan were used (i) to refinance all loans and commitments outstanding under the Credit Facility, (ii) to pay fees and costs associated with such transactions and (iii) for general corporate purposes. Interest on the 6.625% Senior Notes will be paid every six months in arrears on March 15 and September 15, commencing on September 15, 2024. The Company capitalized $6.7 million in new costs associated with the 6.625% Senior Notes, which were primarily lender fees.
The indenture governing the 6.625% Senior Notes contains a number of customary covenants that, among other things and subject to certain exceptions, restrict the ability of Station LLC and its restricted subsidiaries to incur or guarantee additional indebtedness; issue disqualified stock or create subordinated indebtedness that is not subordinated to the 6.625% Senior Notes; create liens; engage in mergers, consolidations or asset dispositions; enter into certain transactions with affiliates; engage in lines of business other than its core business and related businesses; make investments or pay dividends or distributions (other than customary tax distributions); or create restrictions on dividends or other payments by our restricted subsidiaries. These covenants are subject to a number of exceptions and qualifications as set forth in the indenture. The indenture governing the 6.625% Senior Notes also provides for events of default which, if any of them occurs, would permit or require the principal of and accrued interest on such 6.625% Senior Notes to be declared due and payable.
Interest Rate Collars
In April 2024, the Company entered into two interest rate collars with a total notional amount of $750.0 million.
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):
March 31,
2024		December 31, 2023
Aggregate fair value$3,392 $3,245 
Aggregate carrying amount3,447 3,328 
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.
              
Station Casinos LLC | Fair Value, Inputs, Level 2 [Member]                
Debt Instrument [Line Items]                
Aggregate fair value of long-term debt $ 3,392,000             3,245,000
Station Casinos LLC | Line of Credit | Term Loan B Facility, Due February 7, 2027                
Debt Instrument [Line Items]                
Long-term Debt 0             1,442,054
Station Casinos LLC | Line of Credit | Term Loan A Facility, Due February 7, 2025                
Debt Instrument [Line Items]                
Long-term Debt 0             152,955
Station Casinos LLC | Line of Credit | Term Loan B Facility, Due March 14, 2031                
Debt Instrument [Line Items]                
Long-term Debt $ 1,547,368             $ 0
Debt Instrument, Face Amount             $ 1,570,000  
Station Casinos LLC | Line of Credit | Term Loan B Facility, Due March 14, 2031 | Base Rate                
Debt Instrument [Line Items]                
Debt Instrument, Basis Spread on Variable Rate | Rate     1.25%          
Station Casinos LLC | Line of Credit | Term Loan B Facility, Due March 14, 2031 | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate                
Debt Instrument [Line Items]                
Debt Instrument, Basis Spread on Variable Rate | Rate     2.25%          
Station Casinos LLC | Line of Credit and Revolving Credit Facility | Maximum                
Debt Instrument [Line Items]                
Consolidated Total Leverage Ratio           5.00    
Station Casinos LLC | Line of Credit and Revolving Credit Facility | Revolving Credit Facility Due February 7, 2025                
Debt Instrument [Line Items]                
Stated interest rate (as a percent)               6.96%
Station Casinos LLC | Line of Credit and Revolving Credit Facility | Revolving Credit Facility Due March 14, 2029                
Debt Instrument [Line Items]                
Stated interest rate (as a percent) | Rate         6.83%      
Station Casinos LLC | Line of Credit and Revolving Credit Facility | Revolving Credit Facility Due March 14, 2029 | Base Rate | Minimum                
Debt Instrument [Line Items]                
Debt Instrument, Basis Spread on Variable Rate | Rate 0.50%              
Station Casinos LLC | Line of Credit and Revolving Credit Facility | Revolving Credit Facility Due March 14, 2029 | Base Rate | Maximum                
Debt Instrument [Line Items]                
Debt Instrument, Basis Spread on Variable Rate | Rate 0.75%              
Station Casinos LLC | Line of Credit and Revolving Credit Facility | Revolving Credit Facility Due March 14, 2029 | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Minimum                
Debt Instrument [Line Items]                
Debt Instrument, Basis Spread on Variable Rate | Rate 1.50%              
Station Casinos LLC | Line of Credit and Revolving Credit Facility | Revolving Credit Facility Due March 14, 2029 | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Maximum                
Debt Instrument [Line Items]                
Debt Instrument, Basis Spread on Variable Rate | Rate 1.75%              
Station Casinos LLC | Revolving Credit Facility | Revolving Credit Facility Due February 7, 2025                
Debt Instrument [Line Items]                
Long-term Debt $ 0             $ 512,000
Station Casinos LLC | Revolving Credit Facility | Revolving Credit Facility Due March 14, 2029                
Debt Instrument [Line Items]                
Debt Instrument, Unused Borrowing Capacity, Amount 871,100              
Outstanding Letters of Credit, Amount 43,900              
Long-term Debt 185,000             0
Line of Credit Facility, Maximum Borrowing Capacity             1,100,000  
Station Casinos LLC | Senior Notes | 6.625% Senior Notes, Due March 14, 2032                
Debt Instrument [Line Items]                
Long-term Debt $ 493,324             $ 0
Debt Instrument, Face Amount             $ 500,000  
Stated interest rate (as a percent)         6.625% 6.625%    
v3.24.1.u1
Stockholders' Equity - Changes in ownership of Station Holdco LLC (Details) - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Changes in ownership of Station Holdco LLC [Line Items]    
Net income attributable to Red Rock Resorts, Inc. $ 42,835 $ 44,676
Rebalancing of ownership percentage between the Company and noncontrolling interests in Station Holdco 0 0
Dividends 74,418 14,552
Distribution Made to Limited Liability Company (LLC) Member, Cash Distributions Paid 57,482 11,496
Red Rock Resorts, Inc. stockholders' equity    
Changes in ownership of Station Holdco LLC [Line Items]    
Net income attributable to Red Rock Resorts, Inc. 42,835 44,676
Rebalancing of ownership percentage between the Company and noncontrolling interests in Station Holdco 2,869 (743)
Net transfers from (to) noncontrolling interests 2,869 (743)
Change from net income attributable to Red Rock Resorts, Inc. and net transfers from (to) noncontrolling interests $ 45,704 $ 43,933
v3.24.1.u1
Stockholders' Equity - Narrative (Details) - USD ($)
$ / shares in Units, $ in Thousands
 3 Months Ended
May 07, 2024
Mar. 31, 2024
Mar. 31, 2023
Aug. 04, 2022
Class of Stock [Line Items]        
Common Stock, Dividends, Per Share, Declared   $ 1.00    
Dividends   $ 74,418 $ 14,552  
Schedule of Capitalization, Equity [Line Items]        
Distribution Made to Limited Liability Company (LLC) Member, Cash Distributions Paid   57,482 11,496  
Dividends   $ 74,418 $ 14,552  
Class A common stock        
Class of Stock [Line Items]        
Common Stock, Dividends, Per Share, Cash Paid   $ 0.25 $ 0.25  
Subsequent Event [Member]        
Class of Stock [Line Items]        
Distributions declared per LLC Unit (in dollars per unit) $ 0.25      
Subsequent Event [Member] | Class A common stock        
Class of Stock [Line Items]        
Common Stock, Dividends, Per Share, Declared $ 0.25      
Equity Repurchase Program        
Class of Stock [Line Items]        
Stock Repurchase Program, Authorized Amount       $ 600,000
Repurchases of Class A common stock (shares)   0    
Stock Repurchase Program, Remaining Authorized Repurchase Amount   $ 312,900    
Entities related to Frank J. Fertitta III and Lorenzo J Fertitta        
Schedule of Capitalization, Equity [Line Items]        
Distribution Made to Limited Liability Company (LLC) Member, Cash Distributions Paid   11,300 $ 11,300  
Entities related to Frank J. Fertitta III and Lorenzo J Fertitta | Special Dividend        
Schedule of Capitalization, Equity [Line Items]        
Distribution Made to Limited Liability Company (LLC) Member, Cash Distributions Paid   $ 45,400    
v3.24.1.u1
Stockholders' Equity (Details) - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Distribution Made to Limited Liability Company (LLC) Member, Cash Distributions Paid $ 57,482 $ 11,496
Entities related to Frank J. Fertitta III and Lorenzo J Fertitta    
Dividends 2,100 2,100
Distribution Made to Limited Liability Company (LLC) Member, Cash Distributions Paid 11,300 $ 11,300
Entities related to Frank J. Fertitta III and Lorenzo J Fertitta | Special Dividend    
Dividends 8,500  
Distribution Made to Limited Liability Company (LLC) Member, Cash Distributions Paid $ 45,400  
v3.24.1.u1
Share-based Compensation Awards Under Equity Incentive Plan (Details) - Class A common stock
 3 Months Ended
Mar. 31, 2024
$ / shares
shares
Restricted stock  
Restricted Class A Common Stock  
Restricted stock, balance at beginning of the period (in shares) 422,684
Restricted stock, granted in period (in shares) 182,542
Restricted stock, vested in period (in shares) (66,481)
Restricted stock, forfeited in period (in shares) 0
Restricted stock, balance at end of the period (in shares) 538,745
Weighted-average grant date fair value  
Weighted average grant date fair value, restricted stock balance at the beginning of the period (in usd per share) | $ / shares $ 42.39
Weighted average grant date fair value, restricted stock granted (in usd per share) | $ / shares 58.50
Weighted average grant date fair value, restricted stock vested (in usd per share) | $ / shares 31.92
Weighted average grant date fair value, restricted stock forfeited or expired (in usd per share | $ / shares 0
Weighted average grant date fair value, restricted stock balance at the end of the period (in usd per share) | $ / shares $ 49.14
Employee stock option  
Stock Options  
Options, balance at beginning of the period (in shares) 6,179,510
Options, granted in period (in shares) 712,772
Options, exercised in period (in shares) (1,375,607) [1]
Options, forfeited or expired in period (in shares) (22,636)
Options, balance at end of the period (in shares) 5,595,122
Options, exercised in period but not converted into shares 796,877
Weighted-average exercise price  
Weighted average exercise price, options balance at beginning of the period (in usd per share) | $ / shares $ 33.35
Weighted average exercise price, options granted in period (in usd per share) | $ / shares 58.50
Weighted average exercise price, exercised in period (in usd per share) | $ / shares 25.66
Weighted average exercise price, options forfeited or expired in period (in usd per share) | $ / shares 41.37
Weighted average exercise price, options balance at end of the period (in usd per share) | $ / shares $ 37.81
[1] Stock options exercised included 796,877 options that were not converted into shares due to net share settlements to cover the aggregate exercise price and employee withholding taxes.
(b)As a result of the special dividend paid in March 2024, all outstanding stock option awards were adjusted to decrease the exercise price of the options and increase the number of shares issuable under the awards pursuant to an antidilution provision in the Equity Incentive Plan.
v3.24.1.u1
Share-based Compensation Narrative (Details) - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Share-based compensation $ 5,875 $ 5,296
Compensation cost not yet recognized $ 71,200  
Compensation cost not yet recognized, period for recognition 3 years  
Class A common stock    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Number of shares authorized (in shares) 23,800,000  
Number of shares available for grant (in shares) 12,300,000  
Class A common stock | Employee stock option    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Options, exercised in period but not converted into shares 796,877  
Class A common stock | Share-Based Payment Arrangement    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Options, exercised in period but not converted into shares 101,083  
v3.24.1.u1
Income Taxes (Details) - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
Effective Income Tax Rate Reconciliation      
Effective income tax rate 7.40% 10.70%  
Federal statutory income tax rate 21.00%    
Tax Receivable Agreement Liability      
Realized tax benefits payable to related parties (as a percent of total realized tax benefits) 85.00%    
Tax receivable agreement liability $ 20,400   $ 22,100
Recognition of tax receivable agreement liability resulting from exchanges of noncontrolling interests 0 $ 0  
Current portion of payable pursuant to tax receivable agreement 1,166   1,662
Amounts resulting from assignment of TRA rights and obligations to the Company      
Tax Receivable Agreement Liability      
Current portion of payable pursuant to tax receivable agreement 1,200    
Entities related to Frank J. Fertitta III and Lorenzo J Fertitta      
Tax Receivable Agreement Liability      
Tax receivable agreement liability $ 5,600   $ 6,000
v3.24.1.u1
Earnings (Loss) Per Share - Reconciliation of Numerators and Denominators (Details) - USD ($)
shares in Thousands, $ in Thousands
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Net Income (Loss) Available to Common Stockholders, Diluted    
Net income $ 78,371 $ 85,527
Less: net income attributable to noncontrolling interests (35,536) (40,851)
Net income attributable to Red Rock Resorts, Inc. 42,835 44,676
Effect of dilutive securities 28,074 32,272
Net income attributable to Red Rock, diluted $ 70,909 $ 76,948
Weighted Average Number of Shares Outstanding Reconciliation    
Weighted average shares of Class A common stock outstanding, basic 58,783 57,653
Effect of dilutive securities 44,945 45,537
Weighted average shares of Class A common stock outstanding, diluted 103,728 103,190
v3.24.1.u1
Earnings (Loss) Per Share - Antidilutive Shares Excluded from Computation of Diluted (Details) - shares
shares in Thousands
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Employee stock option    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Antidilutive securities excluded from computation of earnings per share (in shares) 2,173 2,392
Restricted stock    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Antidilutive securities excluded from computation of earnings per share (in shares) 173 220
v3.24.1.u1
Segment Reporting (Details)
$ in Thousands
 3 Months Ended
Mar. 31, 2024
USD ($)
Segment
Mar. 31, 2023
USD ($)
Segment Reporting Information [Line Items]    
Net revenues $ 488,897 $ 433,636
Net income 78,371 85,527
Depreciation and amortization 44,873 31,095
Share-based compensation 5,875 5,296
Write-downs and other, net 2,141 19,619
Interest expense, net 57,201 42,456
Gain (Loss) on Extinguishment of Debt 14,402 0
Provision for income tax 6,273 10,191
Adjusted EBITDA [1] 209,136 194,184
Revenue from tenant leases 7,700 5,800
Casino    
Segment Reporting Information [Line Items]    
Net revenues 316,854 288,240
Food and beverage    
Segment Reporting Information [Line Items]    
Net revenues 93,278 78,147
Room    
Segment Reporting Information [Line Items]    
Net revenues 52,888 43,939
Other    
Segment Reporting Information [Line Items]    
Net revenues $ 25,877 23,310
Las Vegas Operations    
Segment Reporting Information [Line Items]    
Number of reportable segments | Segment 1  
Net revenues $ 485,567 430,049
Adjusted EBITDA [1] 229,759 214,089
Las Vegas Operations | Casino    
Segment Reporting Information [Line Items]    
Net revenues 316,854 288,240
Las Vegas Operations | Food and beverage    
Segment Reporting Information [Line Items]    
Net revenues 93,278 78,147
Las Vegas Operations | Room    
Segment Reporting Information [Line Items]    
Net revenues 52,888 43,939
Las Vegas Operations | Other    
Segment Reporting Information [Line Items]    
Net revenues [2] $ 22,547 19,723
Native American Management    
Segment Reporting Information [Line Items]    
Number of reportable segments | Segment 1  
Corporate and Other    
Segment Reporting Information [Line Items]    
Adjusted EBITDA [1] $ (20,623) (19,905)
Corporate and Other | Other    
Segment Reporting Information [Line Items]    
Net revenues $ 3,330 $ 3,587
[1] Adjusted EBITDA for the three months ended March 31, 2024 and 2023 includes net income plus depreciation and amortization, share-based compensation, write-downs and other, net (including gains and losses on asset disposals, preopening and development, business innovation and technology enhancements, demolition costs and non-routine items), interest expense, net, loss on extinguishment/modification of debt and provision for income tax.
[2] Includes tenant lease revenue of $7.7 million and $5.8 million for the three months ended March 31, 2024 and 2023, respectively. Revenue from tenant leases is accounted for under the lease accounting guidance and included in Other revenues in the Company’s Condensed Consolidated Statements of Income.
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