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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Red Rock Resorts Inc | NASDAQ:RRR | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.85 | 1.59% | 54.37 | 52.58 | 56.84 | 54.98 | 53.76 | 54.48 | 382,992 | 01:00:00 |
(Mark One)
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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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for the fiscal year ended December 31, 2016
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OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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for the transition period from to .
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Delaware
(State or other jurisdiction of
incorporation or organization)
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47-5081182
(I.R.S. Employer Identification No.)
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Title of each class
Class A Common Stock ($0.01 par value)
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Name of Each Exchange on Which Registered
NASDAQ Stock Market LLC
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Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
þ
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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Class
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Outstanding at January 31, 2017
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Class A Common Stock, $0.01 par value
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65,892,532
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Class B Common Stock, $0.00001 par value
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49,956,296
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ITEM 1.
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BUSINESS
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•
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convenient locations with best-in-class assets;
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•
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offering our customers the latest in slot and video poker technology;
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•
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a variety of non-gaming amenities such as hotel resorts, restaurants, bars and entertainment options;
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•
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focused marketing efforts targeting our extensive customer database;
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•
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innovative, frequent and high-profile promotional programs; and
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•
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convention business.
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(1)
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Shares of Class A Common Stock and Class B Common Stock vote as a single class. Each outstanding share of Class A Common Stock is entitled to one vote, each outstanding share of Class B Common Stock that is held by a holder that, together with its affiliates, owns at least 30% of the outstanding LLC Units and, at the applicable record date, maintains direct or indirect beneficial ownership of at least 10% of the outstanding shares of Class A Common Stock (determined on an as-exchanged basis assuming that all of the LLC Units were exchanged for Class A Common Stock) is entitled to ten votes and each other outstanding share of Class B Common Stock is entitled to one vote. The only holders of Class B Common Stock that satisfy the foregoing criteria are entities controlled by Frank J. Fertitta III, our Chairman of the Board and Chief Executive Officer, and Lorenzo J. Fertitta, our Vice Chairman of the Board. These entities are referred to herein as the “Fertitta Family Entities”.
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(2)
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“Continuing Owners” refers to the owners of LLC Units at December 31, 2016 who held such units prior to the IPO.
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Hotel
Rooms
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Slots (1)
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Gaming
Tables (2)
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Acreage
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Las Vegas Properties
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Red Rock
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796
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2,847
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64
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64
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Green Valley Ranch
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495
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2,295
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48
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40
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Palms Casino Resort
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713
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1,189
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32
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37
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Palace Station
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1,011
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1,541
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41
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30
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Boulder Station
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299
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2,507
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28
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46
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Texas Station
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199
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1,701
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17
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47
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Sunset Station
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457
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2,111
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36
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80
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Santa Fe Station
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200
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2,394
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38
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39
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Fiesta Rancho
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100
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1,068
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14
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25
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Fiesta Henderson
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224
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1,395
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16
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35
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Wild Wild West
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260
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165
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4
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20
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Wildfire Rancho
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—
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100
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—
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5
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Wildfire Boulder
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—
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161
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—
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2
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Wildfire Sunset
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—
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127
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—
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1
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Wildfire Lake Mead
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—
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57
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—
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3
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Wildfire Valley View
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—
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35
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—
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—
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Wildfire Anthem
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—
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15
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—
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—
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50% Owned Properties
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Barley’s
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—
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198
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—
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—
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The Greens
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—
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38
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—
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—
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Wildfire Lanes
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—
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189
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—
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—
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4,754
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20,133
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338
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474
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Managed Properties
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Gun Lake Casino
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—
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1,643
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33
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147
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Graton Resort & Casino
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200
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3,036
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131
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254
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4,954
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24,812
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502
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875
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(1)
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Includes slot and video poker machines.
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(2)
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Generally includes blackjack (“21”), craps, roulette, pai gow, baccarat, let it ride and three-card poker.
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•
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Durango/I-215:
We own approximately
71
acres located at the intersection of Durango Road and I-215 in the southwestern area of the Las Vegas valley. The site has excellent visibility and access from I-215. As a result of gaming and land use restrictions, there are no other casino sites, other than those owned by us, within approximately five miles of this site.
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Wild Wild West:
We control approximately
96
acres of land located at the intersection of Tropicana Boulevard and I-15, less than one-half mile from the Las Vegas strip. We lease and have an option to purchase the land under the Wild Wild West Gambling Hall & Hotel, which is approximately
20
acres, and own the remaining
76
acres that are adjacent to the leased portion of the parcel. This parcel has excellent visibility and access from I-15, on which approximately 225,000 cars per day pass by the site.
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Flamingo/I-215:
We own approximately
58
acres located at the intersection of Flamingo Road and I-215 in the master-planned community of Summerlin. The site has excellent visibility and access from I-215.
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Via Inspirada/Bicentennial Parkway:
We own approximately
45
acres located on Via Inspirada near Bicentennial Parkway, approximately six miles southwest of Green Valley Ranch. This property is the only casino gaming entitled property in the master-planned community of Inspirada.
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Boulder Highway:
We own approximately
30
acres at the intersection of Boulder Highway and Oakey Boulevard approximately 1.5 miles southeast of downtown Las Vegas. This property has grandfathered gaming entitlements that predate room and other amenity requirements which creates greater flexibility in the development of a project on this site.
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Mt. Rose Property (Reno):
We own approximately
88
acres at the intersection of Mt. Rose Highway and South Virginia Street in Reno, Nevada, which is zoned for casino gaming and other uses.
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South Virginia Street/I-580 (Reno):
We own approximately
eight
acres on South Virginia Street near I-580, directly across from the Reno-Sparks Convention Center. The Reno-Sparks and Washoe County area attracted over 4.9 million visitors in 2016, according to the Reno-Sparks Convention and Visitors Authority.
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projections of future results of operations or financial condition;
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expectations regarding our business and results of operations of our existing casino properties and prospects for future development;
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expenses and our ability to operate efficiently;
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expectations regarding trends that will affect our market and the gaming industry generally and the impact of those trends on our business and results of operations;
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our ability to comply with the covenants in the agreements governing our outstanding indebtedness;
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our ability to meet our projected debt service obligations, operating expenses, and maintenance capital expenditures;
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expectations regarding the availability of capital resources, including our ability to refinance our outstanding indebtedness;
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our intention to pursue development opportunities and acquisitions and obtain financing for such development and acquisitions; and
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the impact of regulation on our business and our ability to receive and maintain necessary approvals for our existing properties and future projects.
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our reliance on the Las Vegas regional market;
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the impact of business conditions, including competitive practices, changes in customer demand and the cyclical nature of the gaming and hospitality business generally, on our business and results of operations;
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the impact of general economic conditions outside our control, including changes in interest rates, consumer confidence and unemployment levels, on our business and results of operations;
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the effects of intense competition that exists in the gaming industry;
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the risk that new gaming licenses or gaming activities, such as internet gaming, are approved and result in additional competition;
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our substantial outstanding indebtedness and the effect of our significant debt service requirements on our operations and ability to compete;
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the risk that we will not be able to finance our development and investment projects or refinance our outstanding indebtedness;
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the impact of extensive regulation from gaming and other government authorities on our ability to operate our business and the risk that regulatory authorities may revoke, suspend, condition or limit our gaming or other licenses, impose substantial fines or take other actions that adversely affect us;
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risks associated with changes to applicable gaming and tax laws that could have a material adverse effect on our financial condition;
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adverse outcomes of legal proceedings and the development of, and changes in, claims or litigation reserves;
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risks associated with development, construction and management of new projects or the expansion of existing facilities, including cost overruns, construction delays, environmental risks and legal or political challenges; and
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risks associated with integrating operations of any acquired companies and developed properties.
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ITEM 1A.
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RISK FACTORS
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changes in the federal, state or local regulations, including state and local gaming regulations or taxes, or the way such regulations are administered could impose additional restrictions or increase our operating costs;
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aggressive marketing and promotional campaigns by our competitors for an extended period of time could force us to increase our expenditures for marketing and promotional campaigns in order to maintain our existing customer base and attract new customers;
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as our properties age, we may need to increase our expenditures for repairs, maintenance, and to replace equipment necessary to operate our business compared to amounts that we have spent historically;
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our reliance on slot play revenues and any additional costs imposed on us from vendors;
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availability and cost of the many products and services we provide our customers, including food, beverages, retail items, entertainment, hotel rooms, and spa services;
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availability and costs associated with insurance;
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increases in costs of labor and employee benefits, including due to potential unionization of our employees;
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increases in the prices of electricity, natural gas and other forms of energy; and
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water shortages or other increases in the cost of water.
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shortages of material or skilled labor;
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unforeseen engineering, environmental or geological problems;
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work stoppages;
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weather interference;
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floods;
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unanticipated cost increases; and
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legal or political challenges;
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our ability to identify and acquire attractive acquisition opportunities and development sites;
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our ability to secure required federal, state and local licenses, permits and approvals, which in some jurisdictions are limited in number;
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certain political factors, such as local support or opposition to development of new gaming facilities or legalizing casino gaming in designated areas;
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the availability of adequate financing on acceptable terms (including waivers of restrictions in existing credit arrangements); and
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our ability to identify and develop satisfactory relationships with joint venture partners.
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changes in economic conditions;
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environmental risks;
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governmental rules and fiscal policies; and
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other circumstances over which we may have little or no control.
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maintaining or enhancing our properties;
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taking advantage of future opportunities;
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growing our business; or
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responding to competitive pressures.
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make it more difficult for us to satisfy our obligations under our senior notes and senior secured credit facilities and other indebtedness;
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increase our vulnerability to adverse economic and general industry conditions, including interest rate fluctuations, because a portion of our borrowings, including those under our senior secured credit facilities, are and will continue to be at variable rates of interest;
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require us to dedicate a substantial portion of our cash flow from operations to payments on our debt, which would reduce the availability of our cash flow from operations to fund working capital, capital expenditures or other general corporate purposes;
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limit our flexibility in planning for, or reacting to, changes in our business and industry;
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place us at a disadvantage compared to competitors that may have proportionately less debt;
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limit our ability to obtain additional debt or equity financing due to applicable financial and restrictive covenants in our debt agreements; and
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cause us to incur higher interest expense in the event of increases in interest rates on our borrowings that have variable interest rates or if we refinance existing debt at higher interest rates.
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incur additional debt or issue certain preferred units;
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pay dividends on or make certain redemptions, repurchases or distributions in respect of LLC Units issued by Station Holdco or make other restricted payments;
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make certain investments;
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sell certain assets;
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create liens on certain assets;
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consolidate, merge, sell or otherwise dispose of all or substantially all of our assets; and
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enter into certain transactions with our affiliates.
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will not be required to lend any additional amount to us;
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could elect to declare all borrowings outstanding, together with accrued and unpaid interest and fees, to be due and payable and terminate all commitments to extend future credit; and
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could require us to apply all of our available cash to repay these borrowings.
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elect all of our directors;
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agree to sell or otherwise transfer a controlling stake in our company, which may result in the acquisition of effective control of our company by a third party; and
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determine the outcome of substantially all actions requiring stockholder approval, including transactions with related parties, corporate reorganizations, acquisitions and dispositions of assets and dividends.
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ITEM 1B.
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UNRESOLVED STAFF COMMENTS
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ITEM 2.
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PROPERTIES
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ITEM 3.
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LEGAL PROCEEDINGS
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ITEM 4.
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MINE SAFETY DISCLOSURES
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ITEM 5.
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MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
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High
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Low
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Dividends Declared
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2016
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Second Quarter (from April 27, 2016)
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$
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23.28
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$
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18.25
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$
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—
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Third Quarter
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$
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23.87
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$
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20.58
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$
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0.10
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Fourth Quarter
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$
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23.97
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$
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21.07
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$
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0.10
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April 27, 2016
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December 31, 2016
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RRR
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$
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100.00
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$
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125.13
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S&P 400
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$
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100.00
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$
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116.34
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Peer Group (a)
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$
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100.00
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$
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123.86
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(a)
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Includes Boyd Gaming Corporation, Eldorado Resorts, Inc., MGM Resorts International, Penn National Gaming, Inc. and Pinnacle Entertainment, Inc.
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ITEM 6.
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SELECTED FINANCIAL DATA
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Year Ended December 31,
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2016 (a)
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2015
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2014 (b)
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2013 (c)
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2012 (d)
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(amounts in thousands, except per share data)
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Operating Results:
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Net revenues
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$
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1,452,427
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$
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1,352,135
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$
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1,291,616
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$
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1,256,137
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$
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1,230,221
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Operating income
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309,446
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287,189
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237,061
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214,976
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170,421
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Income (loss) from continuing operations
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155,775
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143,418
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131,135
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(79,089
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)
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32,512
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Discontinued operations (e)
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—
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(166
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)
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(42,548
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)
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(24,976
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)
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(13,003
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)
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Net income (loss)
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155,775
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143,252
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88,587
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(104,065
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)
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19,509
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Net income (loss) attributable to noncontrolling interests
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63,808
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5,594
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(11,955
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)
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(9,067
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)
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(1,606
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)
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Net income (loss) attributable to Red Rock Resorts, Inc.
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91,967
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137,658
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100,542
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(94,998
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)
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21,115
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Per Share Data:
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Net earnings (loss) per share, basic and diluted
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$
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1.03
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$
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1.53
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$
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1.12
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$
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(1.05
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)
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$
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0.24
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Cash dividends declared per common share
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$
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0.20
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$
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—
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$
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—
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$
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—
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$
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—
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Balance Sheet Data:
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Cash and cash equivalents, excluding restricted cash
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$
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133,776
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$
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116,426
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$
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122,579
|
|
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$
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133,598
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|
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$
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129,006
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Total assets
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3,526,155
|
|
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2,932,111
|
|
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2,973,824
|
|
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3,072,252
|
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3,100,664
|
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|||||
Total debt
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2,422,301
|
|
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2,155,197
|
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2,145,364
|
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2,194,552
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2,076,751
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|||||
Total equity
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633,352
|
|
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573,709
|
|
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644,117
|
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|
692,821
|
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838,941
|
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|||||
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(a)
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The acquisition of Palms was consummated on October 1, 2016 for
$316.4 million
.
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(b)
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During the year ended December 31, 2014, we recognized a $49.1 million gain on repayment of our advances for development of Graton Resort.
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(c)
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During the year ended December 31, 2013, we recognized a $147.1 million loss on extinguishment/modification of debt related to the refinancing of $2.1 billion of our then outstanding debt.
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(d)
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During the year ended December 31, 2012, we recognized a $51.8 million loss on extinguishment/modification of debt related to the refinancing of approximately $517 million of our then outstanding debt, mainly representing the write-off of unamortized debt discount and debt issuance costs related to the previous credit facilities. In addition, we recognized a $102.8 million gain on repayment of our advances for development of Graton Resort.
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(e)
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Discontinued operations represents the results of Fertitta Interactive, which ceased operations in the fourth quarter of 2014. See Note
23
to the Consolidated Financial Statements for additional information.
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ITEM 7.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
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Completion of our IPO of 29,511,828 shares of Class A common stock at an offering price to the public of $19.50 per share and completion of the purchase of Fertitta Entertainment, which previously managed our properties under long-term management agreements;
|
•
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Acquisition of Palms Casino Resort for
$316.4 million
on October 1, 2016;
|
•
|
Completion of a $2.4 billion refinancing of Station LLC’s credit facility, which provided increased borrowing capacity, reduced borrowing costs and additional financial flexibility;
|
•
|
Launch of
my|Rewards,
an enhancement to our Boarding Pass loyalty program that rewards guests for their spend on non-gaming amenities as well as their gaming spend; and
|
•
|
Commencement of a $115 million upgrade and expansion at Palace Station.
|
•
|
Slot handle and table game drop 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 and recorded as casino revenue.
|
•
|
Hold represents win as a percentage of slot handle or table game drop.
|
•
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Average guest check is a measure of sales volume and product offerings, and represents the average amount spent per customer visit.
|
•
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Number of guests served is an indicator of volume.
|
•
|
Occupancy is calculated by dividing total occupied rooms, including complimentary rooms, by total rooms available.
|
•
|
Average daily rate (“ADR”) is calculated by dividing total room revenue, which includes the retail value of complimentary rooms, by total rooms occupied, including complimentary rooms.
|
•
|
Revenue per available room is calculated by dividing total room revenue by total rooms available.
|
|
|||||||||||||||
|
Year Ended December 31,
|
||||||||||||||
|
2016
|
|
Percent
change
|
|
2015
|
|
Percent
change |
|
2014
|
||||||
Net revenues
|
$
|
1,452,427
|
|
|
7.4%
|
|
$
|
1,352,135
|
|
|
4.7%
|
|
$
|
1,291,616
|
|
Operating income
|
309,446
|
|
|
7.7%
|
|
287,189
|
|
|
21.1%
|
|
237,061
|
|
|||
|
|
|
|
|
|
|
|
|
|
||||||
Casino revenues
|
960,992
|
|
|
4.2%
|
|
922,154
|
|
|
2.8%
|
|
897,361
|
|
|||
Casino expenses
|
368,561
|
|
|
6.1%
|
|
347,509
|
|
|
1.8%
|
|
341,490
|
|
|||
Margin
|
61.6
|
%
|
|
|
|
62.3
|
%
|
|
|
|
61.9
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
||||||
Food and beverage revenues
|
270,619
|
|
|
7.7%
|
|
251,235
|
|
|
5.0%
|
|
239,212
|
|
|||
Food and beverage expenses
|
185,177
|
|
|
13.8%
|
|
162,722
|
|
|
3.5%
|
|
157,191
|
|
|||
Margin
|
31.6
|
%
|
|
|
|
35.2
|
%
|
|
|
|
34.3
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
||||||
Room revenues
|
142,858
|
|
|
16.3%
|
|
122,888
|
|
|
9.1%
|
|
112,664
|
|
|||
Room expenses
|
54,963
|
|
|
18.1%
|
|
46,559
|
|
|
2.4%
|
|
45,479
|
|
|||
Margin
|
61.5
|
%
|
|
|
|
62.1
|
%
|
|
|
|
59.6
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
||||||
Other revenues
|
74,208
|
|
|
6.4%
|
|
69,728
|
|
|
(1.1)%
|
|
70,522
|
|
|||
Other expenses
|
26,588
|
|
|
4.5%
|
|
25,454
|
|
|
(12.2)%
|
|
28,979
|
|
|||
|
|
|
|
|
|
|
|
|
|
||||||
Management fee revenue
|
111,520
|
|
|
25.5%
|
|
88,859
|
|
|
29.2%
|
|
68,782
|
|
|||
|
|
|
|
|
|
|
|
|
|
||||||
Selling, general and administrative expenses
|
325,694
|
|
|
(0.7)%
|
|
327,857
|
|
|
2.4%
|
|
320,120
|
|
|||
Percent of net revenues
|
22.4
|
%
|
|
|
|
24.2
|
%
|
|
|
|
24.8
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
156,668
|
|
|
13.6%
|
|
137,865
|
|
|
7.7%
|
|
127,961
|
|
|||
Asset impairment
|
—
|
|
|
n/m
|
|
6,301
|
|
|
n/m
|
|
11,739
|
|
|||
Write-downs and other charges, net
|
24,599
|
|
|
n/m
|
|
9,514
|
|
|
n/m
|
|
20,956
|
|
|||
Interest expense, net
|
140,189
|
|
|
(3.0)%
|
|
144,489
|
|
|
(4.8)%
|
|
151,702
|
|
|||
Loss on extinguishment/modification of debt
|
7,270
|
|
|
n/m
|
|
90
|
|
|
n/m
|
|
4,132
|
|
|||
Gain on Native American development
|
—
|
|
|
—
|
|
—
|
|
|
n/m
|
|
49,074
|
|
|||
Provision for income tax
|
8,212
|
|
|
n/m
|
|
—
|
|
|
—
|
|
—
|
|
|||
Net income attributable to Red Rock Resorts, Inc.
|
91,967
|
|
|
(33.2)%
|
|
137,658
|
|
|
36.9%
|
|
100,542
|
|
|
Year Ended December 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Occupancy
|
92.8
|
%
|
|
93.5
|
%
|
|
90.6
|
%
|
Average daily rate
|
$86.52
|
|
$79.11
|
|
$74.53
|
|||
Revenue per available room
|
$80.31
|
|
$73.93
|
|
$67.49
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Transaction-related costs
|
$
|
9,684
|
|
|
$
|
5,819
|
|
|
$
|
—
|
|
Loss on disposal of assets
|
6,182
|
|
|
1,665
|
|
|
19,728
|
|
|||
Development costs
|
4,350
|
|
|
—
|
|
|
—
|
|
|||
Severance expense
|
3,314
|
|
|
1,135
|
|
|
1,941
|
|
|||
Other, net
|
1,069
|
|
|
895
|
|
|
(713
|
)
|
|||
Write-downs and other charges, net
|
$
|
24,599
|
|
|
$
|
9,514
|
|
|
$
|
20,956
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Interest cost, net of interest income
|
$
|
122,697
|
|
|
$
|
125,463
|
|
|
$
|
133,520
|
|
Amortization of debt discount and debt issuance costs
|
17,492
|
|
|
19,026
|
|
|
18,182
|
|
|||
Interest expense, net
|
$
|
140,189
|
|
|
$
|
144,489
|
|
|
$
|
151,702
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net Revenues
|
|
|
|
|
|
||||||
Las Vegas operations
|
$
|
1,336,177
|
|
|
$
|
1,258,207
|
|
|
$
|
1,217,935
|
|
Native American management
|
110,962
|
|
|
88,277
|
|
|
68,149
|
|
|||
Reportable Segment Net Revenues
|
1,447,139
|
|
|
1,346,484
|
|
|
1,286,084
|
|
|||
Corporate and other
|
5,288
|
|
|
5,651
|
|
|
5,532
|
|
|||
Consolidated Net Revenues
|
$
|
1,452,427
|
|
|
$
|
1,352,135
|
|
|
$
|
1,291,616
|
|
|
|
|
|
|
|
||||||
Net income
|
$
|
155,775
|
|
|
$
|
143,252
|
|
|
$
|
88,587
|
|
Adjustments
|
|
|
|
|
|
||||||
Preopening
|
731
|
|
|
1,165
|
|
|
640
|
|
|||
Depreciation and amortization
|
156,668
|
|
|
137,865
|
|
|
127,961
|
|
|||
Share-based compensation
|
6,893
|
|
|
19,726
|
|
|
12,757
|
|
|||
Donation to UNLV
|
—
|
|
|
2,500
|
|
|
—
|
|
|||
Asset impairment
|
—
|
|
|
6,301
|
|
|
11,739
|
|
|||
Write-downs and other charges, net
|
24,599
|
|
|
9,514
|
|
|
20,956
|
|
|||
Other
|
(1,133
|
)
|
|
537
|
|
|
435
|
|
|||
Interest expense, net
|
140,189
|
|
|
144,489
|
|
|
151,702
|
|
|||
Loss on extinguishment/modification of debt
|
7,270
|
|
|
90
|
|
|
4,132
|
|
|||
Gain on Native American development
|
—
|
|
|
—
|
|
|
(49,074
|
)
|
|||
Change in fair value of derivative instruments
|
(87
|
)
|
|
1
|
|
|
90
|
|
|||
Adjusted EBITDA attributable to MPM noncontrolling interest
|
(14,675
|
)
|
|
(14,192
|
)
|
|
(13,424
|
)
|
|||
Provision for income tax
|
8,212
|
|
|
—
|
|
|
—
|
|
|||
Discontinued operations
|
—
|
|
|
166
|
|
|
42,548
|
|
|||
Adjusted EBITDA
|
$
|
484,442
|
|
|
$
|
451,414
|
|
|
$
|
399,049
|
|
|
|
|
|
|
|
||||||
Adjusted EBITDA
|
|
|
|
|
|
||||||
Las Vegas operations
|
$
|
423,692
|
|
|
$
|
410,301
|
|
|
$
|
379,748
|
|
Native American management
|
87,259
|
|
|
66,622
|
|
|
46,937
|
|
|||
Reportable Segment Adjusted EBITDA
|
510,951
|
|
|
476,923
|
|
|
426,685
|
|
|||
Corporate and other
|
(26,509
|
)
|
|
(25,509
|
)
|
|
(27,636
|
)
|
|||
Consolidated Adjusted EBITDA
|
$
|
484,442
|
|
|
$
|
451,414
|
|
|
$
|
399,049
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Cash flows provided by (used in):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
346,208
|
|
|
$
|
349,440
|
|
|
$
|
269,791
|
|
Investing activities
|
(444,096
|
)
|
|
(106,273
|
)
|
|
(42,887
|
)
|
|||
Financing activities
|
115,041
|
|
|
(249,860
|
)
|
|
(241,668
|
)
|
|
Payments Due by Period
|
||||||||||||||||||
|
Less than 1 year
|
|
1-3 years
|
|
3-5 years
|
|
Thereafter
|
|
Total
|
||||||||||
Long-term debt (a)
|
$
|
46,063
|
|
|
$
|
196,513
|
|
|
$
|
827,732
|
|
|
$
|
1,412,264
|
|
|
$
|
2,482,572
|
|
Interest on long-term debt and interest rate swaps (b)
|
116,931
|
|
|
228,129
|
|
|
175,683
|
|
|
77,748
|
|
|
598,491
|
|
|||||
Operating leases
|
9,206
|
|
|
18,380
|
|
|
20,411
|
|
|
382,456
|
|
|
430,453
|
|
|||||
Obligation under the Tax Receivable Agreement
|
1,021
|
|
|
17,449
|
|
|
15,981
|
|
|
224,010
|
|
|
258,461
|
|
|||||
Other (c)
|
44,252
|
|
|
1,955
|
|
|
115
|
|
|
—
|
|
|
46,322
|
|
|||||
Total contractual cash obligations
|
$
|
217,473
|
|
|
$
|
462,426
|
|
|
$
|
1,039,922
|
|
|
$
|
2,096,478
|
|
|
$
|
3,816,299
|
|
(a)
|
Includes scheduled principal payments and estimated excess cash flow payments on long-term debt outstanding at
December 31, 2016
. Additional information about Station LLC’s long-term debt is included in Note
12
to the Consolidated Financial Statements. The amount due in less than one year includes a
$32.5 million
excess cash flow payment on the New Credit Facility which is expected to be paid in
March 2017
.
|
(b)
|
Includes contractual interest payments on fixed and variable rate long-term debt outstanding at
December 31, 2016
based on outstanding amounts and interest rates in effect at that date, and projected cash payments on our interest rate swaps. Annual interest payments are expected to decrease by approximately $7.5 million as a result of the repricing of Station LLC’s New Credit Facility in January 2017.
|
(c)
|
Includes employment contracts, long-term stay-on agreements, open purchase orders, natural gas purchase contracts, equipment purchase obligations and other long term obligations.
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
|
Expected maturity date
|
|
|
||||||||||||||||||||||||||||
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
|
Total
|
|
Fair value
|
||||||||||||||||
Long-term debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed rate
|
$
|
3.6
|
|
|
$
|
3.2
|
|
|
$
|
2.9
|
|
|
$
|
3.0
|
|
|
$
|
502.8
|
|
|
$
|
19.3
|
|
|
$
|
534.8
|
|
|
$
|
556.0
|
|
Weighted-average interest rate
|
4.70
|
%
|
|
4.38
|
%
|
|
4.07
|
%
|
|
4.08
|
%
|
|
7.48
|
%
|
|
3.68
|
%
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Variable rate (a)
|
$
|
42.5
|
|
|
$
|
142.2
|
|
|
$
|
48.2
|
|
|
$
|
26.3
|
|
|
$
|
295.6
|
|
|
$
|
1,393.0
|
|
|
$
|
1,947.8
|
|
|
$
|
1,964.6
|
|
Weighted-average interest rate
|
3.52
|
%
|
|
4.95
|
%
|
|
3.59
|
%
|
|
3.51
|
%
|
|
3.32
|
%
|
|
3.75
|
%
|
|
|
|
|
|
(a)
|
Based on variable interest rates and margins in effect at
December 31, 2016
. In January 2017, we completed a debt repricing which resulted in an interest rate reduction of 50 basis points on the New Credit Facility.
|
(a)
|
Represents the actual fixed interest rate payable on our interest rate swaps at
December 31, 2016
.
|
(b)
|
At
December 31, 2016
, the receive rate on our interest rate swaps was equal to
0.75%
which is the LIBOR floor stipulated in the agreements.
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RED ROCK RESORTS, INC.
CONSOLIDATED BALANCE SHEETS
(amounts in thousands, except share data)
|
|||||||
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
133,776
|
|
|
$
|
116,426
|
|
Restricted cash
|
2,377
|
|
|
—
|
|
||
Receivables, net
|
43,547
|
|
|
35,505
|
|
||
Income tax receivable
|
7,698
|
|
|
—
|
|
||
Inventories
|
11,956
|
|
|
10,329
|
|
||
Prepaid gaming tax
|
20,066
|
|
|
19,504
|
|
||
Prepaid expenses and other current assets
|
11,401
|
|
|
8,865
|
|
||
Current assets of discontinued operations
|
—
|
|
|
197
|
|
||
Assets held for sale
|
19,020
|
|
|
21,020
|
|
||
Total current assets
|
249,841
|
|
|
211,846
|
|
||
Property and equipment, net
|
2,438,129
|
|
|
2,140,660
|
|
||
Goodwill
|
195,676
|
|
|
195,676
|
|
||
Intangible assets, net
|
149,199
|
|
|
149,997
|
|
||
Land held for development
|
163,700
|
|
|
163,700
|
|
||
Investments in joint ventures
|
10,572
|
|
|
13,991
|
|
||
Native American development costs
|
14,844
|
|
|
11,908
|
|
||
Deferred tax asset, net
|
244,466
|
|
|
—
|
|
||
Related party note receivable
|
—
|
|
|
17,568
|
|
||
Other assets, net
|
59,728
|
|
|
26,765
|
|
||
Total assets
|
$
|
3,526,155
|
|
|
$
|
2,932,111
|
|
LIABILITIES AND STOCKHOLDERS'/MEMBERS' EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
30,710
|
|
|
$
|
24,258
|
|
Accrued interest payable
|
15,841
|
|
|
13,413
|
|
||
Other accrued liabilities
|
153,142
|
|
|
132,199
|
|
||
Current portion of payable pursuant to tax receivable agreement
|
1,021
|
|
|
—
|
|
||
Current portion of long-term debt
|
46,063
|
|
|
88,937
|
|
||
Current liabilities of discontinued operations
|
—
|
|
|
113
|
|
||
Total current liabilities
|
246,777
|
|
|
258,920
|
|
||
Long-term debt, less current portion
|
2,376,238
|
|
|
2,066,260
|
|
||
Deficit investment in joint venture
|
2,307
|
|
|
2,255
|
|
||
Other long-term liabilities
|
10,041
|
|
|
30,967
|
|
||
Payable pursuant to tax receivable agreement. net of current portion
|
257,440
|
|
|
—
|
|
||
Total liabilities
|
2,892,803
|
|
|
2,358,402
|
|
||
Commitments and contingencies (Note
22
)
|
|
|
|
||||
Stockholders’/members’ 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; 65,893,439 shares issued and outstanding at December 31, 2016
|
659
|
|
|
—
|
|
||
Class B common stock, par value $0.00001 per share, 100,000,000 shares authorized; 49,956,296 shares issued and outstanding at December 31, 2016
|
1
|
|
|
—
|
|
||
Additional paid-in capital
|
329,002
|
|
|
—
|
|
||
Members’ equity
|
—
|
|
|
558,227
|
|
||
Retained earnings
|
17,628
|
|
|
—
|
|
||
Accumulated other comprehensive income (loss)
|
2,458
|
|
|
(5,303
|
)
|
||
Total Red Rock Resorts, Inc. stockholders'/members' equity
|
349,748
|
|
|
552,924
|
|
||
Noncontrolling interest
|
283,604
|
|
|
20,785
|
|
||
Total stockholders'/members' equity
|
633,352
|
|
|
573,709
|
|
||
Total liabilities and stockholders'/members' equity
|
$
|
3,526,155
|
|
|
$
|
2,932,111
|
|
RED ROCK RESORTS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(amounts in thousands, except per share data)
|
|||||||||||
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Operating revenues:
|
|
|
|
|
|
||||||
Casino
|
$
|
960,992
|
|
|
$
|
922,154
|
|
|
$
|
897,361
|
|
Food and beverage
|
270,619
|
|
|
251,235
|
|
|
239,212
|
|
|||
Room
|
142,858
|
|
|
122,888
|
|
|
112,664
|
|
|||
Other
|
74,208
|
|
|
69,728
|
|
|
70,522
|
|
|||
Management fees
|
111,520
|
|
|
88,859
|
|
|
68,782
|
|
|||
Gross revenues
|
1,560,197
|
|
|
1,454,864
|
|
|
1,388,541
|
|
|||
Promotional allowances
|
(107,770
|
)
|
|
(102,729
|
)
|
|
(96,925
|
)
|
|||
Net revenues
|
1,452,427
|
|
|
1,352,135
|
|
|
1,291,616
|
|
|||
Operating costs and expenses:
|
|
|
|
|
|
||||||
Casino
|
368,561
|
|
|
347,509
|
|
|
341,490
|
|
|||
Food and beverage
|
185,177
|
|
|
162,722
|
|
|
157,191
|
|
|||
Room
|
54,963
|
|
|
46,559
|
|
|
45,479
|
|
|||
Other
|
26,588
|
|
|
25,454
|
|
|
28,979
|
|
|||
Selling, general and administrative
|
325,694
|
|
|
327,857
|
|
|
320,120
|
|
|||
Preopening
|
731
|
|
|
1,165
|
|
|
640
|
|
|||
Depreciation and amortization
|
156,668
|
|
|
137,865
|
|
|
127,961
|
|
|||
Asset impairment
|
—
|
|
|
6,301
|
|
|
11,739
|
|
|||
Write-downs and other charges, net
|
24,599
|
|
|
9,514
|
|
|
20,956
|
|
|||
|
1,142,981
|
|
|
1,064,946
|
|
|
1,054,555
|
|
|||
Operating income
|
309,446
|
|
|
287,189
|
|
|
237,061
|
|
|||
Earnings from joint ventures
|
1,913
|
|
|
809
|
|
|
924
|
|
|||
Operating income and earnings from joint ventures
|
311,359
|
|
|
287,998
|
|
|
237,985
|
|
|||
Other (expense) income:
|
|
|
|
|
|
||||||
Interest expense, net
|
(140,189
|
)
|
|
(144,489
|
)
|
|
(151,702
|
)
|
|||
Loss on extinguishment/modification of debt
|
(7,270
|
)
|
|
(90
|
)
|
|
(4,132
|
)
|
|||
Gain on Native American development
|
—
|
|
|
—
|
|
|
49,074
|
|
|||
Change in fair value of derivative instruments
|
87
|
|
|
(1
|
)
|
|
(90
|
)
|
|||
|
(147,372
|
)
|
|
(144,580
|
)
|
|
(106,850
|
)
|
|||
Income before income tax
|
163,987
|
|
|
143,418
|
|
|
131,135
|
|
|||
Provision for income tax
|
(8,212
|
)
|
|
—
|
|
|
—
|
|
|||
Income from continuing operations
|
155,775
|
|
|
143,418
|
|
|
131,135
|
|
|||
Discontinued operations
|
—
|
|
|
(166
|
)
|
|
(42,548
|
)
|
|||
Net income
|
155,775
|
|
|
143,252
|
|
|
88,587
|
|
|||
Less: net income (loss) attributable to noncontrolling interests
|
63,808
|
|
|
5,594
|
|
|
(11,955
|
)
|
|||
Net income attributable to Red Rock Resorts, Inc.
|
$
|
91,967
|
|
|
$
|
137,658
|
|
|
$
|
100,542
|
|
|
|
|
|
|
|
||||||
Earnings (loss) per common share (Note 21):
|
|
|
|
|
|
||||||
Earnings per share from continuing operations, basic and diluted
|
$
|
1.03
|
|
|
$
|
1.53
|
|
|
$
|
1.38
|
|
Loss per share from discontinued operations, basic and diluted
|
—
|
|
|
—
|
|
|
(0.26
|
)
|
|||
Net earnings per share of Class A common stock, basic and diluted
|
$
|
1.03
|
|
|
$
|
1.53
|
|
|
$
|
1.12
|
|
|
|
|
|
|
|
|
|
|
|||
Weighted average common shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
34,141
|
|
|
9,888
|
|
|
9,888
|
|
|||
Diluted
|
34,285
|
|
|
9,888
|
|
|
9,888
|
|
RED ROCK RESORTS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(amounts in thousands)
|
|||||||||||
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
|
|
|
||||||
Net income
|
$
|
155,775
|
|
|
$
|
143,252
|
|
|
$
|
88,587
|
|
Other comprehensive income, net of tax:
|
|
|
|
|
|
||||||
Unrealized gain on interest rate swaps:
|
|
|
|
|
|
||||||
Unrealized gain (loss) arising during period
|
5,726
|
|
|
(6,851
|
)
|
|
(7,999
|
)
|
|||
Reclassification of unrealized loss into income
|
4,973
|
|
|
8,548
|
|
|
12,896
|
|
|||
Unrealized gain on interest rate swaps, net
|
10,699
|
|
|
1,697
|
|
|
4,897
|
|
|||
Unrealized gain (loss) on available-for-sale securities:
|
|
|
|
|
|
||||||
Unrealized gain (loss) arising during the period
|
135
|
|
|
(102
|
)
|
|
(63
|
)
|
|||
Reclassification of other-than-temporary impairment of available-for-sale securities into operations
|
—
|
|
|
201
|
|
|
—
|
|
|||
Unrealized gain (loss) on available-for-sale securities, net
|
135
|
|
|
99
|
|
|
(63
|
)
|
|||
Minimum pension liability adjustment, net
|
5
|
|
|
—
|
|
|
—
|
|
|||
Other comprehensive income, net of tax
|
10,839
|
|
|
1,796
|
|
|
4,834
|
|
|||
Comprehensive income
|
166,614
|
|
|
145,048
|
|
|
93,421
|
|
|||
Less comprehensive income (loss) attributable to noncontrolling interests
|
69,746
|
|
|
5,594
|
|
|
(11,955
|
)
|
|||
Comprehensive income attributable to Red Rock Resorts, Inc.
|
$
|
96,868
|
|
|
$
|
139,454
|
|
|
$
|
105,376
|
|
RED ROCK RESORTS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’/MEMBERS’ EQUITY
(amounts in thousands)
|
|||||||||||||||||||||||||||||||||||||||||
|
Station Holdco Combined Members' Equity
|
|
|
||||||||||||||||||||||||||||||||||||||
Red Rock Resorts, Inc. Stockholders' Equity
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||
|
Common Stock
|
|
Additional paid in capital
|
|
Retained earnings
|
|
Accumulated other comprehensive income (loss)
|
Noncontrolling interest
|
Total stockholders' / members' equity
|
||||||||||||||||||||||||||||||||
Controlling members' equity
|
|
Noncontrolling interest
|
Class A
|
|
Class B
|
||||||||||||||||||||||||||||||||||||
Shares
|
|
Amount
|
Shares
|
|
Amount
|
||||||||||||||||||||||||||||||||||||
Balances, December 31, 2013
|
$
|
655,286
|
|
|
$
|
37,535
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
692,821
|
|
Net income (loss)
|
100,542
|
|
|
(11,955
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
88,587
|
|
|||||||||
Unrealized gain on interest rate swaps, net
|
4,897
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,897
|
|
|||||||||
Unrealized loss on available-for-sale securities
|
(63
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(63
|
)
|
|||||||||
Share-based compensation
|
10,600
|
|
|
23
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,623
|
|
|||||||||
Capital contributions from noncontrolling interests
|
—
|
|
|
9,969
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,969
|
|
|||||||||
Liquidation of Fertitta Interactive
|
—
|
|
|
696
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
696
|
|
|||||||||
Distributions
|
(153,319
|
)
|
|
(10,094
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(163,413
|
)
|
|||||||||
Balances, December 31, 2014
|
617,943
|
|
|
26,174
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
644,117
|
|
|||||||||
Net income
|
137,658
|
|
|
5,594
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
143,252
|
|
|||||||||
Unrealized gain on interest rate swaps, net
|
1,697
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,697
|
|
|||||||||
Unrealized gain on available-for-sale securities, net
|
99
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
99
|
|
|||||||||
Share-based compensation
|
6,772
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,772
|
|
|||||||||
Distributions
|
(211,245
|
)
|
|
(10,983
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(222,228
|
)
|
|||||||||
Balances, December 31, 2015
|
552,924
|
|
|
20,785
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
573,709
|
|
|||||||||
Activity prior to the IPO and reorganization transactions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Net income
|
63,651
|
|
|
3,007
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
66,658
|
|
|||||||||
Other comprehensive income
|
18
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18
|
|
|||||||||
Share-based compensation
|
542
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
542
|
|
|||||||||
Distributions
|
(83,883
|
)
|
|
(3,567
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(87,450
|
)
|
RED ROCK RESORTS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’/MEMBERS’ EQUITY
(amounts in thousands)
|
|||||||||||||||||||||||||||||||||||||||||
|
Station Holdco Combined Members' Equity
|
|
|
||||||||||||||||||||||||||||||||||||||
Red Rock Resorts, Inc. Stockholders' Equity
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||
|
Common Stock
|
|
Additional paid in capital
|
|
Retained earnings
|
|
Accumulated other comprehensive income (loss)
|
Noncontrolling interest
|
Total stockholders' / members' equity
|
||||||||||||||||||||||||||||||||
Controlling members' equity
|
|
Noncontrolling interest
|
Class A
|
|
Class B
|
||||||||||||||||||||||||||||||||||||
Shares
|
|
Amount
|
Shares
|
|
Amount
|
||||||||||||||||||||||||||||||||||||
Effects of the IPO and reorganization transactions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Effects of the reorganization transactions
|
(533,252
|
)
|
|
(20,225
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
538,537
|
|
|
—
|
|
|
(5,285
|
)
|
|
20,225
|
|
|
—
|
|
|||||||||
Issuance of Class A common stock in the IPO, net of underwriting discount and offering costs
|
—
|
|
|
—
|
|
|
29,512
|
|
|
295
|
|
|
—
|
|
|
—
|
|
|
531,654
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
531,949
|
|
|||||||||
Issuance of Class B common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
80,562
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||||||
Purchase of LLC Units from Continuing Owners — deemed distribution
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,136
|
)
|
|
—
|
|
|
(112,474
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(112,474
|
)
|
|||||||||
Issuance of Class A common stock in exchange for LLC Units
|
—
|
|
|
—
|
|
|
11,747
|
|
|
117
|
|
|
—
|
|
|
—
|
|
|
(117
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Purchase of Fertitta Entertainment — deemed distribution
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(389,650
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(389,650
|
)
|
|||||||||
Recognition of Tax Receivable Agreement liability
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(44,475
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(44,475
|
)
|
|||||||||
Net deferred tax assets resulting from the reorganization transactions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29,943
|
|
|
—
|
|
|
364
|
|
|
—
|
|
|
30,307
|
|
|||||||||
Issuance of restricted stock awards
|
—
|
|
|
—
|
|
|
190
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Allocation of equity to noncontrolling interests in Station Holdco
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(366,319
|
)
|
|
—
|
|
|
3,411
|
|
|
362,908
|
|
|
—
|
|
|||||||||
Activity subsequent to the IPO and reorganization transactions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28,316
|
|
|
—
|
|
|
60,801
|
|
|
89,117
|
|
|||||||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,883
|
|
|
5,938
|
|
|
10,821
|
|
|||||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,975
|
|
|
—
|
|
|
—
|
|
|
1,448
|
|
|
3,423
|
|
|||||||||
Distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(38,052
|
)
|
|
(38,052
|
)
|
|||||||||
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,688
|
)
|
|
—
|
|
|
—
|
|
|
(10,688
|
)
|
RED ROCK RESORTS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’/MEMBERS’ EQUITY
(amounts in thousands)
|
|||||||||||||||||||||||||||||||||||||||||
|
Station Holdco Combined Members' Equity
|
|
|
||||||||||||||||||||||||||||||||||||||
Red Rock Resorts, Inc. Stockholders' Equity
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||
|
Common Stock
|
|
Additional paid in capital
|
|
Retained earnings
|
|
Accumulated other comprehensive income (loss)
|
Noncontrolling interest
|
Total stockholders' / members' equity
|
||||||||||||||||||||||||||||||||
Controlling members' equity
|
|
Noncontrolling interest
|
Class A
|
|
Class B
|
||||||||||||||||||||||||||||||||||||
Shares
|
|
Amount
|
Shares
|
|
Amount
|
||||||||||||||||||||||||||||||||||||
Forfeitures of restricted stock awards, net of issuances
|
—
|
|
|
—
|
|
|
(19
|
)
|
|
1
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Exchanges of noncontrolling interests for Class A common stock
|
—
|
|
|
—
|
|
|
24,470
|
|
|
244
|
|
|
(24,470
|
)
|
|
—
|
|
|
128,143
|
|
|
—
|
|
|
—
|
|
|
(128,387
|
)
|
|
—
|
|
|||||||||
Recognition of Tax Receivable Agreement liability resulting from exchanges of noncontrolling interests for Class A common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(213,247
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(213,247
|
)
|
|||||||||
Net deferred tax assets resulting from exchanges of noncontrolling interests for Class A common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
223,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
223,000
|
|
|||||||||
Repurchases of Class A common stock
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(157
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(157
|
)
|
|||||||||
Rebalancing of ownership percentage between the Company and noncontrolling interests in Station Holdco
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,192
|
|
|
—
|
|
|
(915
|
)
|
|
(1,277
|
)
|
|
—
|
|
|||||||||
Balances, December 31, 2016
|
$
|
—
|
|
|
$
|
—
|
|
|
65,893
|
|
|
$
|
659
|
|
|
49,956
|
|
|
$
|
1
|
|
|
$
|
329,002
|
|
|
$
|
17,628
|
|
|
$
|
2,458
|
|
|
$
|
283,604
|
|
|
$
|
633,352
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RED ROCK RESORTS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(amounts in thousands)
|
|||||||||||
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
155,775
|
|
|
$
|
143,252
|
|
|
$
|
88,587
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
156,668
|
|
|
137,865
|
|
|
132,043
|
|
|||
Change in fair value of derivative instruments
|
(87
|
)
|
|
1
|
|
|
90
|
|
|||
Amortization of deferred losses on derivative instruments
|
5,066
|
|
|
8,548
|
|
|
12,896
|
|
|||
Write-downs and other charges, net
|
6,895
|
|
|
3,713
|
|
|
18,314
|
|
|||
Impairment of goodwill
|
—
|
|
|
—
|
|
|
5,562
|
|
|||
Asset impairment
|
—
|
|
|
6,301
|
|
|
27,688
|
|
|||
Amortization of debt discount and debt issuance costs
|
17,492
|
|
|
19,026
|
|
|
18,182
|
|
|||
Interest—paid in kind
|
2,130
|
|
|
4,254
|
|
|
4,158
|
|
|||
Share-based compensation
|
6,893
|
|
|
19,726
|
|
|
12,775
|
|
|||
Settlement of liability-classified equity awards
|
(18,739
|
)
|
|
—
|
|
|
—
|
|
|||
Earnings from joint ventures
|
(1,913
|
)
|
|
(809
|
)
|
|
(924
|
)
|
|||
Distributions from joint ventures
|
1,334
|
|
|
1,686
|
|
|
1,877
|
|
|||
Gain on Native American development
|
—
|
|
|
—
|
|
|
(49,074
|
)
|
|||
Loss on extinguishment/modification of debt
|
7,270
|
|
|
90
|
|
|
4,132
|
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
||||||
Restricted cash
|
(225
|
)
|
|
1,067
|
|
|
—
|
|
|||
Receivables, net
|
(3,492
|
)
|
|
178
|
|
|
(6,700
|
)
|
|||
Interest on related party notes receivable
|
(247
|
)
|
|
(722
|
)
|
|
(742
|
)
|
|||
Inventories and prepaid expenses
|
(510
|
)
|
|
(2,389
|
)
|
|
(73
|
)
|
|||
Deferred income tax
|
6,962
|
|
|
—
|
|
|
—
|
|
|||
Accounts payable
|
8,934
|
|
|
4,954
|
|
|
2,911
|
|
|||
Accrued interest payable
|
2,460
|
|
|
(1,461
|
)
|
|
(1,782
|
)
|
|||
Income tax receivable
|
(8,250
|
)
|
|
—
|
|
|
—
|
|
|||
Other accrued liabilities
|
320
|
|
|
1,281
|
|
|
(3,234
|
)
|
|||
Other, net
|
1,472
|
|
|
2,879
|
|
|
3,105
|
|
|||
Net cash provided by operating activities
|
346,208
|
|
|
349,440
|
|
|
269,791
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Capital expenditures, net of related payables
|
(162,377
|
)
|
|
(129,925
|
)
|
|
(102,748
|
)
|
|||
Business acquisition, net of cash received
|
(305,886
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from asset sales
|
11,094
|
|
|
26,329
|
|
|
2,739
|
|
|||
Repayment (issuance) of related party note receivable
|
18,330
|
|
|
500
|
|
|
(500
|
)
|
|||
Investment in joint ventures
|
—
|
|
|
(327
|
)
|
|
(6,817
|
)
|
|||
Distributions in excess of earnings from joint ventures
|
1,015
|
|
|
971
|
|
|
1,019
|
|
|||
Proceeds from repayment of Native American development costs
|
—
|
|
|
—
|
|
|
66,048
|
|
|||
Native American development costs
|
(2,704
|
)
|
|
(1,827
|
)
|
|
(2,630
|
)
|
|||
Other, net
|
(3,568
|
)
|
|
(1,994
|
)
|
|
2
|
|
|||
Net cash used in investing activities
|
(444,096
|
)
|
|
(106,273
|
)
|
|
(42,887
|
)
|
|||
|
|
|
|
|
|
RED ROCK RESORTS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(amounts in thousands)
|
|||||||||||
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from issuance of Class A common stock sold in initial public offering, net of underwriting discount and offering costs
|
531,949
|
|
|
—
|
|
|
—
|
|
|||
Purchase of LLC Units from Continuing Owners—deemed distribution
|
(112,474
|
)
|
|
—
|
|
|
—
|
|
|||
Purchase of Fertitta Entertainment—deemed distribution
|
(389,149
|
)
|
|
—
|
|
|
—
|
|
|||
Borrowings under credit agreements with original maturity dates greater than three months
|
1,872,500
|
|
|
55,000
|
|
|
—
|
|
|||
Payments under credit agreements with original maturities greater than three months
|
(1,517,547
|
)
|
|
(82,684
|
)
|
|
(71,129
|
)
|
|||
(Payments) borrowings under credit agreements with original maturities of three months or less, net
|
(53,900
|
)
|
|
20,000
|
|
|
1,250
|
|
|||
Distributions to members and noncontrolling interests
|
(125,502
|
)
|
|
(222,228
|
)
|
|
(163,413
|
)
|
|||
Dividends
|
(10,645
|
)
|
|
—
|
|
|
—
|
|
|||
Payment of debt issuance costs
|
(39,815
|
)
|
|
(797
|
)
|
|
(2,454
|
)
|
|||
Payments on derivative instruments with other-than-insignificant financing elements
|
(10,831
|
)
|
|
(8,947
|
)
|
|
(10,980
|
)
|
|||
Capital contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
9,969
|
|
|||
Payments on other debt
|
(22,288
|
)
|
|
(3,682
|
)
|
|
(3,139
|
)
|
|||
Other, net
|
(7,257
|
)
|
|
(6,522
|
)
|
|
(1,772
|
)
|
|||
Net cash provided by (used in) financing activities
|
115,041
|
|
|
(249,860
|
)
|
|
(241,668
|
)
|
|||
|
|
|
|
|
|
||||||
Cash and cash equivalents (including cash and cash equivalents of discontinued operations):
|
|
|
|
|
|
||||||
Increase (decrease) in cash and cash equivalents
|
17,153
|
|
|
(6,693
|
)
|
|
(14,764
|
)
|
|||
Balance, beginning of year
|
116,623
|
|
|
123,316
|
|
|
138,080
|
|
|||
Balance, end of year
|
$
|
133,776
|
|
|
$
|
116,623
|
|
|
$
|
123,316
|
|
|
|
|
|
|
|
||||||
Supplemental cash flow disclosures:
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
116,314
|
|
|
$
|
122,103
|
|
|
$
|
129,090
|
|
Cash paid for income taxes
|
$
|
9,500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Non-cash investing and financing activities:
|
|
|
|
|
|
||||||
Capital expenditures incurred but not yet paid
|
$
|
21,375
|
|
|
$
|
19,886
|
|
|
$
|
17,360
|
|
•
|
Amended and restated its certificate of incorporation (as amended and restated, the “Certificate of Incorporation”) to provide for Class A common stock and Class B common stock, par value of
$0.00001
per share (the “Class B common stock”);
|
•
|
Amended and restated the limited liability company agreements of both Station LLC and Station Holdco to, among other things, designate the Company as the sole managing member of Station LLC and Station Holdco;
|
•
|
Issued for nominal consideration
one
share of Class B common stock to LLC Unit holders for each LLC Unit held for an aggregate issuance of
80,562,666
shares of Class B common stock;
|
•
|
Issued
29,511,828
shares of Class A common stock and received proceeds of approximately
$541 million
, which is net of underwriting discount, and paid
$4.9 million
of offering costs;
|
•
|
Issued
10,137,209
shares of Class A common stock in connection with the merger of certain entities that own LLC Units (the “Merging Blockers” and such transactions, the “Blocker Mergers”), of which
222,959
shares were withheld to pay withholding tax obligations of
$4.1 million
with respect to certain members of the Merging Blockers;
|
•
|
Issued, pursuant to the Red Rock Resorts, Inc. 2016 Equity Incentive Plan,
189,568
restricted shares of Class A common stock and options to purchase
1,687,205
shares of Class A common stock to certain of the Company’s executive officers, employees and members of its board of directors, and issued
1,832,884
restricted shares of Class A common stock to current and former employees of Station LLC in substitution for profit units issued by Station Holdco that were held by such current and former employees;
|
•
|
Purchased
6,136,072
LLC Units from certain LLC Unit holders using approximately
$112.5 million
of the net proceeds from the IPO at a price of
$18.33
per unit, which was the price paid by the underwriters to the Company for Class A common stock in the IPO, and retired an equal number of shares of Class B common stock;
|
•
|
Acquired newly issued LLC Units using approximately
$424.4 million
of the net proceeds from the IPO;
|
•
|
Entered into an exchange agreement (the “Exchange Agreement”) with the LLC Unit holders pursuant to which they are entitled at any time to exchange LLC Units, together with an equal number of shares of Class B common stock, for shares of Class A common stock on a
one
-for-
one
basis or for cash, at the Company’s election; and
|
•
|
Entered into a Tax Receivable Agreement with the LLC Unit holders, as described in Note
2
, that requires the Company to pay
85%
of the amount of benefits it realizes as a result of (i) increases in tax basis resulting from the Company’s purchase or exchange of LLC Units and (ii) certain other tax benefits related to the Tax Receivable Agreement, including tax benefits attributable to payments that the Company is required to make under the Tax Receivable Agreement itself.
|
Buildings and improvements
|
10 to 45 years
|
Furniture, fixtures and equipment
|
3 to 7 years
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Gaming tax expense
|
$
|
63,626
|
|
|
$
|
61,091
|
|
|
$
|
59,756
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Advertising expense
|
$
|
21,144
|
|
|
$
|
16,928
|
|
|
$
|
17,498
|
|
|
As of
October 1, 2016
|
||
Cash and cash equivalents
|
$
|
10,506
|
|
Restricted cash
|
2,152
|
|
|
Receivables, net
|
5,725
|
|
|
Inventories
|
1,614
|
|
|
Prepaid expenses and other assets
|
3,490
|
|
|
Property and equipment
|
302,011
|
|
|
Intangible assets, net
|
15,875
|
|
|
Liabilities assumed
|
(24,980
|
)
|
|
Total identifiable net assets
|
$
|
316,393
|
|
|
|
|
As recorded at fair value
|
||
Land
|
|
|
$
|
35,033
|
|
Buildings and improvements
|
|
|
253,192
|
|
|
Furniture, fixtures and equipment
|
|
|
13,786
|
|
|
Total property and equipment acquired
|
|
|
$
|
302,011
|
|
|
Estimated useful life (years)
|
|
As recorded at fair value
|
||
Condominium rental contracts
|
20
|
|
$
|
9,000
|
|
Palms Resort trademark rights
|
15
|
|
6,000
|
|
|
Reservation backlog
|
2
|
|
2,000
|
|
|
Customer relationships
|
15
|
|
800
|
|
|
Below market leases, net
|
2 - 15
|
|
(1,925
|
)
|
|
Total intangible assets acquired
|
|
|
$
|
15,875
|
|
|
December 31, 2016
|
||||
|
Units
|
|
Ownership %
|
||
Red Rock's ownership of LLC Units (equal to outstanding Class A common stock)
|
65,893,439
|
|
|
56.9
|
%
|
Noncontrolling interest holders' ownership of LLC Units (equal to outstanding
Class B common stock)
|
49,956,296
|
|
|
43.1
|
%
|
Total LLC Units
|
115,849,735
|
|
|
100.0
|
%
|
|
|
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Land
|
$
|
232,733
|
|
|
$
|
201,000
|
|
Buildings and improvements
|
2,255,580
|
|
|
1,959,160
|
|
||
Furniture, fixtures and equipment
|
476,916
|
|
|
433,962
|
|
||
Construction in progress
|
38,981
|
|
|
25,412
|
|
||
|
3,004,210
|
|
|
2,619,534
|
|
||
Accumulated depreciation and amortization
|
(566,081
|
)
|
|
(478,874
|
)
|
||
Property and equipment, net
|
$
|
2,438,129
|
|
|
$
|
2,140,660
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Depreciation expense
|
$
|
137,881
|
|
|
$
|
119,530
|
|
|
$
|
109,626
|
|
|
December 31, 2016
|
||||||||||||
|
Estimated useful
life
(years)
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
||||||
Assets
|
|
|
|
|
|
|
|
||||||
Brands
|
Indefinite
|
|
$
|
77,200
|
|
|
$
|
—
|
|
|
$
|
77,200
|
|
License rights
|
Indefinite
|
|
300
|
|
|
—
|
|
|
300
|
|
|||
Customer relationships
|
15
|
|
23,600
|
|
|
(8,432
|
)
|
|
15,168
|
|
|||
Management contracts
|
7 - 20
|
|
115,000
|
|
|
(76,532
|
)
|
|
38,468
|
|
|||
Condominium rental contracts
|
20
|
|
9,000
|
|
|
(113
|
)
|
|
8,887
|
|
|||
Trademarks
|
15
|
|
6,000
|
|
|
(100
|
)
|
|
5,900
|
|
|||
Beneficial leases
|
2 - 9
|
|
3,570
|
|
|
(2,044
|
)
|
|
1,526
|
|
|||
Other
|
2
|
|
2,000
|
|
|
(250
|
)
|
|
1,750
|
|
|||
Intangible assets
|
|
|
236,670
|
|
|
(87,471
|
)
|
|
149,199
|
|
|||
Liabilities
|
|
|
|
|
|
|
|
||||||
Below market lease
|
15
|
|
2,195
|
|
|
(36
|
)
|
|
2,159
|
|
|||
Net intangibles
|
|
|
$
|
234,475
|
|
|
$
|
(87,435
|
)
|
|
$
|
147,040
|
|
|
December 31, 2015
|
||||||||||||
|
Estimated useful
life
(years)
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
||||||
Assets
|
|
|
|
|
|
|
|
||||||
Brands
|
Indefinite
|
|
$
|
77,200
|
|
|
$
|
—
|
|
|
$
|
77,200
|
|
License rights
|
Indefinite
|
|
345
|
|
|
—
|
|
|
345
|
|
|||
Customer relationships
|
15
|
|
22,800
|
|
|
(6,899
|
)
|
|
15,901
|
|
|||
Management contracts
|
7 - 20
|
|
115,000
|
|
|
(60,084
|
)
|
|
54,916
|
|
|||
Beneficial leases
|
9
|
|
3,300
|
|
|
(1,665
|
)
|
|
1,635
|
|
|||
Intangible assets
|
|
|
$
|
218,645
|
|
|
$
|
(68,648
|
)
|
|
$
|
149,997
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Amortization expense
|
$
|
18,787
|
|
|
$
|
18,335
|
|
|
$
|
18,335
|
|
Years Ending December 31,
|
|
|
||
2017
|
|
$
|
20,150
|
|
2018
|
|
10,997
|
|
|
2019
|
|
8,938
|
|
|
2020
|
|
7,712
|
|
|
2021
|
|
2,424
|
|
|
As of December 31, 2016
|
Federally recognized as an Indian tribe by the Bureau of Indian Affairs (“BIA”)
|
Yes
|
Date of recognition
|
Federal recognition was terminated in 1966 and restored in 1983.
|
Tribe has possession of or access to usable land upon which the project is to be built
|
The DOI accepted approximately 305 acres of land for the project into trust for the benefit of the Mono in February 2013.
|
Status of obtaining regulatory and governmental approvals:
|
|
Tribal–state compact
|
A compact was negotiated and signed by the Governor of California and the Mono in August 2012. The Compact was ratified by the California State Assembly and Senate 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 (see North Fork Rancheria of Mono Indians v. State of California) to obtain a compact with the State or procedures from the Assistant Secretary of the Interior for Indian Affairs under which Class III gaming may be conducted on the North Fork Site. In July 2016, the DOI issued Secretarial procedures (the “Secretarial Procedures”) pursuant to which the Mono may conduct Class III gaming on the North Fork Site.
|
Approval of gaming compact by DOI
|
The Compact was submitted to the DOI in July 2013. In October 2013, notice of the Compact taking effect was published in the Federal Register. The Secretarial Procedures supersede and replace the Compact.
|
Record of decision regarding environmental impact published by BIA
|
In November 2012, the record of decision for the Environmental Impact Statement for the North Fork Project was issued by the BIA. In December 2012, the Notice of Intent to take land into trust was published in the Federal Register.
|
BIA accepting usable land into trust on behalf of the tribe
|
The North Fork Site was accepted into trust in February 2013.
|
Approval of management agreement by NIGC
|
In December 2015, the Mono submitted the 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 Management Agreement. Approval of the Management Agreement by the NIGC is expected to occur following the Mono’s response to the deficiency letter. The Company believes the Management Agreement will be approved because the terms and conditions thereof are consistent with the provisions of the Indian Gaming Regulatory Act.
|
Gaming licenses:
|
|
Type
|
The North Fork Project will include the operation of Class II and Class III gaming, which are allowed pursuant to the terms of the Secretarial Procedures and IGRA, following approval of the Management Agreement by the NIGC.
|
Number of gaming devices allowed
|
The Secretarial Procedures allow for the operation of a maximum of 2,000 Class III slot machines at the facility during the first two years of operation and thereafter up to 2,500 Class III slot machines. There is no limit on the number of Class II gaming devices that the Mono can offer.
|
Agreements with local authorities
|
The Mono has entered into memoranda of understanding with the City of Madera, the County of Madera and the Madera Irrigation District under which the Mono agreed to pay one-time and recurring mitigation contributions, subject to certain contingencies. The memoranda of understanding with the City and County were amended in December 2016 to restructure the timing of certain payments due to delays in the development of the North Fork Project.
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Accrued gaming and related
|
$
|
46,744
|
|
|
$
|
42,610
|
|
Accrued payroll and related
|
44,202
|
|
|
36,359
|
|
||
Construction payables and equipment purchase accruals
|
17,642
|
|
|
13,686
|
|
||
Advance deposits
|
16,283
|
|
|
11,356
|
|
||
Other
|
28,271
|
|
|
28,188
|
|
||
|
$
|
153,142
|
|
|
$
|
132,199
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
$1.5 billion Term Loan B Facility, due June 8, 2023, interest at a margin above LIBOR or base rate (3.75% at December 31, 2016), net of unamortized discount and deferred issuance costs of $42.9 million at December 31, 2016
|
$
|
1,449,591
|
|
|
$
|
—
|
|
$225 million Term Loan A Facility, due June 8, 2021, interest at a margin above LIBOR or base rate (3.20% at December 31, 2016), net of unamortized discount and deferred issuance costs of $7.4 million at December 31, 2016
|
211,978
|
|
|
—
|
|
||
$685 million Revolving Credit Facility, due June 8, 2021, interest at a margin above LIBOR or base rate (3.44% weighted-average at December 31, 2016)
|
120,000
|
|
|
—
|
|
||
$1.625 billion Term Loan Facility, due March 1, 2020, interest at a margin above LIBOR or base rate (4.25% at December 31, 2015), net of unamortized discount and deferred issuance costs of $45.6 million
|
—
|
|
|
1,423,026
|
|
||
$350 million Revolving Credit Facility, due March 1, 2018, interest at a margin above LIBOR or base rate (6.00% at December 31, 2015)
|
—
|
|
|
20,000
|
|
||
$500 million 7.50% Senior Notes, due March 1, 2021, net of unamortized discount and deferred issuance costs of $9.4 million and $11.3 million at December 31, 2016 and 2015, respectively
|
490,568
|
|
|
488,735
|
|
||
Restructured Land Loan, due June 16, 2017, interest at a margin above LIBOR or base rate (5.27% and 3.92% at December 31, 2016 and 2015, respectively), net of unamortized discount of $0.6 million and $2.1 million, respectively
|
115,378
|
|
|
112,517
|
|
||
Other long-term debt, weighted-average interest of 3.92% and 4.46% at December 31, 2016 and 2015, respectively, maturity dates ranging from 2017 to 2027
|
34,786
|
|
|
110,919
|
|
||
Total long-term debt
|
2,422,301
|
|
|
2,155,197
|
|
||
Current portion of long-term debt
|
(46,063
|
)
|
|
(88,937
|
)
|
||
Long-term debt, net
|
$
|
2,376,238
|
|
|
$
|
2,066,260
|
|
Years Beginning March 1,
|
|
Percentage
|
|
2017
|
|
103.750
|
%
|
2018
|
|
101.875
|
%
|
2019 and thereafter
|
|
100.000
|
%
|
Years Ending December 31,
|
|
||
2017
|
$
|
46,063
|
|
2018
|
145,396
|
|
|
2019
|
51,117
|
|
|
2020
|
29,273
|
|
|
2021
|
798,459
|
|
|
Thereafter
|
1,412,264
|
|
|
|
2,482,572
|
|
|
Debt discounts and issuance costs
|
(60,271
|
)
|
|
|
$
|
2,422,301
|
|
|
|
Fair value at December 31,
|
||||||
|
2016
|
|
2015
|
|||||
Prepaid expenses and other current assets
|
|
$
|
19
|
|
|
$
|
—
|
|
Other assets, net
|
|
10,661
|
|
|
—
|
|
||
Other accrued liabilities
|
|
8
|
|
|
—
|
|
||
Other long–term liabilities
|
|
—
|
|
|
8,334
|
|
Derivatives in Cash Flow Hedging Relationships
|
|
Amount of Gain (Loss) on Derivatives Recognized in Other Comprehensive Income (Effective Portion)
|
|
Location of Loss Reclassified from Accumulated Other Comprehensive Income into Income (Effective Portion)
|
|
Amount of Loss Reclassified from Accumulated Other Comprehensive Income into Income (Effective Portion)
|
||||||||||||||||||||
|
Year Ended December 31,
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||||
Interest rate swaps
|
|
$
|
8,035
|
|
|
$
|
(6,851
|
)
|
|
$
|
(7,999
|
)
|
|
Interest expense, net
|
|
$
|
(5,066
|
)
|
|
$
|
(8,548
|
)
|
|
$
|
(12,896
|
)
|
|
|
|
Fair Value Measurement at Reporting Date Using
|
||||||||||||
|
Balance at December 31, 2016
|
|
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Available-for-sale securities
|
$
|
248
|
|
|
$
|
248
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest rate swaps
|
$
|
10,680
|
|
|
$
|
—
|
|
|
$
|
10,680
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
8
|
|
|
$
|
—
|
|
|
|
|
Fair Value Measurement at Reporting Date Using
|
||||||||||||
|
Balance at December 31, 2015
|
|
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Available-for-sale securities
|
$
|
85
|
|
|
$
|
85
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
$
|
8,334
|
|
|
$
|
—
|
|
|
$
|
8,334
|
|
|
$
|
—
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Aggregate fair value
|
$
|
2,521
|
|
|
$
|
2,177
|
|
Aggregate carrying amount
|
$
|
2,422
|
|
|
$
|
2,155
|
|
|
Unrealized (loss) gain on interest rate swaps, net
|
|
Unrealized (loss) gain on available-for-sale securities
|
|
Unrecognized pension liability
|
|
Total
|
||||||||
Balances, December 31, 2014
|
$
|
(6,976
|
)
|
|
$
|
(123
|
)
|
|
$
|
—
|
|
|
$
|
(7,099
|
)
|
Unrealized loss arising during the period
|
(6,851
|
)
|
|
(102
|
)
|
|
—
|
|
|
(6,953
|
)
|
||||
Reclassification of unrealized loss into income
|
8,548
|
|
|
201
|
|
|
—
|
|
|
8,749
|
|
||||
Net current-period other comprehensive income
|
1,697
|
|
|
99
|
|
|
—
|
|
|
1,796
|
|
||||
Balances, December 31, 2015
|
(5,279
|
)
|
|
(24
|
)
|
|
—
|
|
|
(5,303
|
)
|
||||
Unrealized gain arising during the period (a)
|
1,859
|
|
|
39
|
|
|
2
|
|
|
1,900
|
|
||||
Reclassification of unrealized loss into income
|
3,001
|
|
|
—
|
|
|
—
|
|
|
3,001
|
|
||||
Net current-period other comprehensive income
|
4,860
|
|
|
39
|
|
|
2
|
|
|
4,901
|
|
||||
Effects of reorganization transactions
|
3,768
|
|
|
7
|
|
|
—
|
|
|
3,775
|
|
||||
Rebalancing of ownership percentage between the Company and noncontrolling interests in Station Holdco
|
(945
|
)
|
|
30
|
|
|
—
|
|
|
(915
|
)
|
||||
Balances, December 31, 2016
|
$
|
2,404
|
|
|
$
|
52
|
|
|
$
|
2
|
|
|
$
|
2,458
|
|
(a)
|
Net of
$2.3 million
tax expense related to unrealized gain on interest rate swaps.
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Income from continuing operations
|
$
|
91,967
|
|
|
$
|
137,753
|
|
|
$
|
124,401
|
|
Net loss from discontinued operations
|
—
|
|
|
(95
|
)
|
|
(23,859
|
)
|
|||
Net income attributable to Red Rock Resorts, Inc.
|
$
|
91,967
|
|
|
$
|
137,658
|
|
|
$
|
100,542
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net income attributable to Red Rock Resorts, Inc.
|
$
|
91,967
|
|
|
$
|
137,658
|
|
|
$
|
100,542
|
|
Transfers (to) from noncontrolling interests:
|
|
|
|
|
|
||||||
Allocation of equity to noncontrolling interests of Station Holdco in the Reorganization Transactions
|
(362,908
|
)
|
|
—
|
|
|
—
|
|
|||
Exchanges of noncontrolling interests for Class A common stock
|
128,387
|
|
|
—
|
|
|
—
|
|
|||
Rebalancing of ownership percentage between the Company and noncontrolling interests of Station Holdco
|
1,277
|
|
|
—
|
|
|
—
|
|
|||
Net transfers to noncontrolling interests
|
(233,244
|
)
|
|
—
|
|
|
—
|
|
|||
Change from net income attributable to Red Rock Resorts, Inc. and net transfers to noncontrolling interests
|
$
|
(141,277
|
)
|
|
$
|
137,658
|
|
|
$
|
100,542
|
|
|
|
|
|
|
|
|
Shares
|
|
Weighted-average exercise price
|
|
Weighted-average remaining contractual life (years)
|
|
Aggregate intrinsic value (amounts in thousands)
|
|||||
Outstanding at January 1, 2016
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Granted
|
1,789,362
|
|
|
19.69
|
|
|
|
|
|
|||
Exercised
|
—
|
|
|
—
|
|
|
|
|
|
|||
Forfeited
|
(152,333
|
)
|
|
19.50
|
|
|
|
|
|
|||
Outstanding at December 31, 2016
|
1,637,029
|
|
|
$
|
19.71
|
|
|
6.3
|
|
$
|
5,698
|
|
Expected to vest at December 31, 2016
|
1,637,029
|
|
|
$
|
19.71
|
|
|
6.3
|
|
$
|
5,698
|
|
Expected stock price volatility
|
41.26
|
%
|
Expected term (in years)
|
4.75
|
|
Risk-free interest rate
|
1.35
|
%
|
Expected dividend yield
|
1.99
|
%
|
|
Shares
|
|
Weighted-average grant date fair value
|
|||
Outstanding at January 1, 2016
|
—
|
|
|
$
|
—
|
|
Issued in substitution for unvested Station Holdco profit units
|
180,632
|
|
|
6.83
|
|
|
New awards
|
217,288
|
|
|
19.94
|
|
|
Vested
|
(129,468
|
)
|
|
9.80
|
|
|
Forfeited
|
(45,965
|
)
|
|
17.47
|
|
|
Outstanding at December 31, 2016
|
222,487
|
|
|
$
|
15.70
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Operating costs and expenses:
|
|
|
|
|
|
||||||
Casino
|
$
|
340
|
|
|
$
|
128
|
|
|
$
|
125
|
|
Food and beverage
|
21
|
|
|
—
|
|
|
—
|
|
|||
Room
|
75
|
|
|
62
|
|
|
62
|
|
|||
Selling, general and administrative
|
6,457
|
|
|
19,536
|
|
|
12,570
|
|
|||
Total share-based compensation expense
|
$
|
6,893
|
|
|
$
|
19,726
|
|
|
$
|
12,757
|
|
|
|
|
|
|
|
|
Units
(amounts in thousands)
|
|
Weighted-average grant date fair value per unit
|
|||
Nonvested units at January 1, 2016
|
2,462
|
|
|
$
|
1.24
|
|
Activity during the period:
|
|
|
|
|||
Vested
|
(1,465
|
)
|
|
1.25
|
|
|
Substituted
|
(997
|
)
|
|
1.24
|
|
|
Nonvested units at December 31, 2016
|
—
|
|
|
$
|
—
|
|
|
Equity Awards
|
|
Liability Awards
|
||||||||||
|
Units
|
|
Weighted-average grant date fair value per unit
|
|
Units
|
|
Weighted-average grant date fair value per unit
|
||||||
Nonvested units at January 1, 2016
|
125
|
|
|
$
|
1,362
|
|
|
625
|
|
|
$
|
1,362
|
|
Activity during the period:
|
|
|
|
|
|
|
|
||||||
Granted
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Vested
|
(125
|
)
|
|
1,362
|
|
|
(625
|
)
|
|
1,362
|
|
||
Canceled or forfeited
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Nonvested units at December 31, 2016
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Transaction-related costs
|
$
|
9,684
|
|
|
$
|
5,819
|
|
|
$
|
—
|
|
Loss on disposal of assets, net
|
6,182
|
|
|
1,665
|
|
|
19,728
|
|
|||
Development costs
|
4,350
|
|
|
—
|
|
|
—
|
|
|||
Severance expense
|
3,314
|
|
|
1,135
|
|
|
1,941
|
|
|||
Other, net
|
1,069
|
|
|
895
|
|
|
(713
|
)
|
|||
|
$
|
24,599
|
|
|
$
|
9,514
|
|
|
$
|
20,956
|
|
|
Year Ended December 31, 2016
|
||
Current income taxes
|
|
||
Federal
|
$
|
1,233
|
|
State and local
|
17
|
|
|
Total current income taxes
|
1,250
|
|
|
Deferred income taxes
|
|
||
Federal
|
6,614
|
|
|
State and local
|
348
|
|
|
Total deferred income taxes
|
6,962
|
|
|
Total income tax expense
|
$
|
8,212
|
|
|
Year Ended December 31, 2016
|
|
Expected U.S. federal income taxes at statutory rate
|
35.00
|
%
|
Income attributable to noncontrolling interests
|
(27.20
|
)%
|
State and local income taxes, net of federal benefit
|
0.06
|
%
|
Non-deductible expenses
|
0.14
|
%
|
Tax credits
|
(0.15
|
)%
|
Other
|
0.81
|
%
|
Valuation allowance
|
(3.65
|
)%
|
Income tax expense
|
5.01
|
%
|
|
December 31,
2016 |
||
Deferred tax assets
|
|
||
Investment in partnership
|
$
|
256,983
|
|
Payable pursuant to tax receivable agreement
|
91,144
|
|
|
Total gross deferred tax assets
|
348,127
|
|
|
Valuation allowance
|
(103,661
|
)
|
|
Total deferred tax assets, net of valuation allowance
|
$
|
244,466
|
|
|
For the three months ended December 31, 2016
|
||
Change in Benefit Obligation:
|
|
||
Benefit obligation (accumulated and projected) as of October 1, 2016
|
$
|
14,689
|
|
Interest cost
|
131
|
|
|
Actuarial gain
|
(205
|
)
|
|
Benefits paid
|
(334
|
)
|
|
Other
|
(553
|
)
|
|
Benefit obligation (accumulated and projected) at December 31, 2016
|
$
|
13,728
|
|
|
|
||
Change in Fair Value of Plan Assets:
|
|
||
Fair value of plan assets as of October 1, 2016
|
$
|
10,228
|
|
Actual return on plan assets
|
(113
|
)
|
|
Benefits paid
|
(334
|
)
|
|
Other
|
(553
|
)
|
|
Fair value of plan assets at end of year
|
$
|
9,228
|
|
Net funded status at December 31, 2016
|
$
|
(4,500
|
)
|
|
|
For the three months ended December 31, 2016
|
||
Components of net periodic benefit cost:
|
|
|
||
Service cost
|
|
$
|
—
|
|
Interest cost
|
|
131
|
|
|
Expected return on plan assets
|
|
(86
|
)
|
|
Amortization of net loss
|
|
—
|
|
|
Effect of settlement
|
|
—
|
|
|
Net periodic cost
|
|
$
|
45
|
|
|
|
|
||
Other changes recognized in Other Comprehensive Income:
|
|
|
||
Net gain
|
|
$
|
6
|
|
Amortization of net gain
|
|
—
|
|
|
Amount recognized due to settlement
|
|
—
|
|
|
Total recognized in other comprehensive income
|
|
$
|
6
|
|
Total recognized in net periodic benefit cost and other comprehensive income
|
|
$
|
(39
|
)
|
|
|
December 31, 2016
|
||
Current liabilities
|
|
$
|
—
|
|
Long-term liabilities
|
|
4,500
|
|
|
Total
|
|
$
|
4,500
|
|
|
|
|
||
Net actuarial gain recognized in Accumulated Other Comprehensive Income
|
|
$
|
6
|
|
|
|
For the three months ended December 31, 2016
|
Net periodic benefit cost
|
|
|
Discount rate
|
|
3.85%
|
Expected long-term rate of return
|
|
6.30%
|
Rate of compensation increase
|
|
n/a
|
|
|
|
Benefit obligations
|
|
|
Discount rate
|
|
4.15%
|
Rate of compensation increase
|
|
n/a
|
|
Target
|
|
December 31, 2016
|
||
Fixed Income
|
50
|
%
|
|
52
|
%
|
Domestic Income
|
20
|
%
|
|
21
|
%
|
International Equity
|
12
|
%
|
|
14
|
%
|
Long/Short Equity
|
10
|
%
|
|
9
|
%
|
Other
|
8
|
%
|
|
4
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
|
Fair Value Measurement at Reporting Date Using
|
||||||||||||
|
Balance at December 31, 2016
|
|
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Fixed Income
|
$
|
4,769
|
|
|
$
|
4,294
|
|
|
$
|
475
|
|
|
$
|
—
|
|
Domestic Income
|
1,942
|
|
|
188
|
|
|
1,754
|
|
|
—
|
|
||||
International Equity
|
1,285
|
|
|
1,054
|
|
|
231
|
|
|
—
|
|
||||
Long/Short Equity
|
825
|
|
|
825
|
|
|
—
|
|
|
—
|
|
||||
Other
|
407
|
|
|
—
|
|
|
407
|
|
|
—
|
|
||||
|
$
|
9,228
|
|
|
$
|
6,361
|
|
|
$
|
2,867
|
|
|
$
|
—
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Income from continuing operations, basic
|
$
|
155,775
|
|
|
$
|
143,418
|
|
|
$
|
131,135
|
|
Less income from continuing operations attributable to noncontrolling interests, basic (a)
|
(120,483
|
)
|
|
(128,289
|
)
|
|
(117,490
|
)
|
|||
Income from continuing operations attributable to Red Rock, basic (a)
|
$
|
35,292
|
|
|
$
|
15,129
|
|
|
$
|
13,645
|
|
|
|
|
|
|
|
||||||
Loss from discontinued operations, basic
|
$
|
—
|
|
|
$
|
(166
|
)
|
|
$
|
(42,548
|
)
|
Add loss from discontinued operations attributable to noncontrolling interests, basic (a)
|
—
|
|
|
156
|
|
|
39,977
|
|
|||
Loss from discontinued operations attributable to Red Rock, basic (a)
|
$
|
—
|
|
|
$
|
(10
|
)
|
|
$
|
(2,571
|
)
|
|
|
|
|
|
|
||||||
Net income, basic
|
$
|
155,775
|
|
|
$
|
143,252
|
|
|
$
|
88,587
|
|
Less net income attributable to noncontrolling
interests, basic (a)
|
(120,483
|
)
|
|
(128,133
|
)
|
|
(77,513
|
)
|
|||
Net income attributable to Red Rock, basic (a)
|
$
|
35,292
|
|
|
$
|
15,119
|
|
|
$
|
11,074
|
|
|
|
|
|
|
|
(a)
|
Represents retrospective allocation of net income as if the Reorganization Transactions had occurred at the beginning of the earliest period presented.
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Income from continuing operations attributable to Red Rock, basic
|
$
|
35,292
|
|
|
$
|
15,129
|
|
|
$
|
13,645
|
|
Effect of dilutive securities
|
(102
|
)
|
|
—
|
|
|
—
|
|
|||
Income from continuing operations attributable to Red Rock, diluted
|
$
|
35,190
|
|
|
$
|
15,129
|
|
|
$
|
13,645
|
|
|
|
|
|
|
|
||||||
Loss from discontinued operations attributable to Red Rock, basic
|
$
|
—
|
|
|
$
|
(10
|
)
|
|
$
|
(2,571
|
)
|
Effect of dilutive securities
|
—
|
|
|
—
|
|
|
—
|
|
|||
Loss from discontinued operations attributable to Red Rock, diluted
|
$
|
—
|
|
|
$
|
(10
|
)
|
|
$
|
(2,571
|
)
|
|
|
|
|
|
|
||||||
Net income attributable to Red Rock, basic
|
$
|
35,292
|
|
|
$
|
15,119
|
|
|
$
|
11,074
|
|
Effect of dilutive securities
|
(102
|
)
|
|
—
|
|
|
—
|
|
|||
Net income attributable to Red Rock, diluted
|
$
|
35,190
|
|
|
$
|
15,119
|
|
|
$
|
11,074
|
|
|
Years Ended December 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Weighted average shares of Class A common stock outstanding, basic
|
34,141
|
|
|
9,888
|
|
|
9,888
|
|
Effect of dilutive securities
|
144
|
|
|
—
|
|
|
—
|
|
Weighted average shares of Class A common stock outstanding, diluted
|
34,285
|
|
|
9,888
|
|
|
9,888
|
|
|
Years Ended December 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Shares issuable in exchange for Class B common stock and LLC Units
|
49,956
|
|
|
80,335
|
|
|
80,335
|
|
Share issuable upon exercise of stock options
|
1,637
|
|
|
—
|
|
|
—
|
|
Share issuable upon vesting of restricted stock
|
5
|
|
|
—
|
|
|
—
|
|
Years Ending December 31,
|
|
||
2017
|
$
|
9,206
|
|
2018
|
9,181
|
|
|
2019
|
9,199
|
|
|
2020
|
10,203
|
|
|
2021
|
10,208
|
|
|
Thereafter
|
382,456
|
|
|
|
$
|
430,453
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Rent expense
|
$
|
8,968
|
|
|
$
|
8,644
|
|
|
$
|
8,509
|
|
|
Year Ended December 31,
|
|||||||
|
|
2015
|
|
2014
|
||||
Revenues
|
|
$
|
—
|
|
|
$
|
6,859
|
|
Operating costs and expenses
|
|
278
|
|
|
27,109
|
|
||
Asset impairment charges and other, net
|
|
(112
|
)
|
|
22,298
|
|
||
Net loss from discontinued operations
|
|
(166
|
)
|
|
(42,548
|
)
|
||
Less net loss from discontinued operations attributable
to noncontrolling interests
|
|
(71
|
)
|
|
(18,689
|
)
|
||
Net loss from discontinued operations attributable to Red Rock Resorts, Inc.
|
|
$
|
(95
|
)
|
|
$
|
(23,859
|
)
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net revenues
|
|
|
|
|
|
||||||
Las Vegas operations
|
$
|
1,336,177
|
|
|
$
|
1,258,207
|
|
|
$
|
1,217,935
|
|
Native American management
|
110,962
|
|
|
88,277
|
|
|
68,149
|
|
|||
Reportable segment net revenues
|
1,447,139
|
|
|
1,346,484
|
|
|
1,286,084
|
|
|||
Corporate and other
|
5,288
|
|
|
5,651
|
|
|
5,532
|
|
|||
Consolidated net revenues
|
$
|
1,452,427
|
|
|
$
|
1,352,135
|
|
|
$
|
1,291,616
|
|
|
|
|
|
|
|
||||||
Adjusted EBITDA (a)
|
|
|
|
|
|
||||||
Las Vegas operations
|
$
|
423,692
|
|
|
$
|
410,301
|
|
|
$
|
379,748
|
|
Native American management
|
87,259
|
|
|
66,622
|
|
|
46,937
|
|
|||
Reportable Segment Adjusted EBITDA
|
510,951
|
|
|
476,923
|
|
|
426,685
|
|
|||
Corporate and other
|
(26,509
|
)
|
|
(25,509
|
)
|
|
(27,636
|
)
|
|||
Consolidated Adjusted EBITDA
|
484,442
|
|
|
451,414
|
|
|
399,049
|
|
|||
|
|
|
|
|
|
||||||
Other operating income (expense)
|
|
|
|
|
|
||||||
Preopening
|
(731
|
)
|
|
(1,165
|
)
|
|
(640
|
)
|
|||
Depreciation and amortization
|
(156,668
|
)
|
|
(137,865
|
)
|
|
(127,961
|
)
|
|||
Share-based compensation
|
(6,893
|
)
|
|
(19,726
|
)
|
|
(12,757
|
)
|
|||
Donation to UNLV
|
—
|
|
|
(2,500
|
)
|
|
—
|
|
|||
Asset impairment
|
—
|
|
|
(6,301
|
)
|
|
(11,739
|
)
|
|||
Write-downs and other charges, net
|
(24,599
|
)
|
|
(9,514
|
)
|
|
(20,956
|
)
|
|||
Adjusted EBITDA attributable to MPM noncontrolling interest
|
14,675
|
|
|
14,192
|
|
|
13,424
|
|
|||
Other
|
1,133
|
|
|
(537
|
)
|
|
(435
|
)
|
|||
Operating income and earnings from joint ventures
|
311,359
|
|
|
287,998
|
|
|
237,985
|
|
|||
Other (expense) income
|
|
|
|
|
|
||||||
Interest expense, net
|
(140,189
|
)
|
|
(144,489
|
)
|
|
(151,702
|
)
|
|||
Loss on extinguishment/modification of debt
|
(7,270
|
)
|
|
(90
|
)
|
|
(4,132
|
)
|
|||
Gain on Native American development
|
—
|
|
|
—
|
|
|
49,074
|
|
|||
Change in fair value of derivative instruments
|
87
|
|
|
(1
|
)
|
|
(90
|
)
|
|||
Income before income tax
|
163,987
|
|
|
143,418
|
|
|
131,135
|
|
|||
Provision for income tax
|
(8,212
|
)
|
|
—
|
|
|
—
|
|
|||
Income from continuing operations
|
155,775
|
|
|
143,418
|
|
|
131,135
|
|
|||
Discontinued operations
|
—
|
|
|
(166
|
)
|
|
(42,548
|
)
|
|||
Net income
|
$
|
155,775
|
|
|
$
|
143,252
|
|
|
$
|
88,587
|
|
|
|
|
|
|
|
||||||
|
December 31,
|
|
|
||||||||
|
2016
|
|
2015
|
|
|
||||||
Total assets
|
|
|
|
|
|
||||||
Las Vegas operations
|
$
|
2,883,733
|
|
|
$
|
2,506,411
|
|
|
|
||
Native American management
|
61,379
|
|
|
74,000
|
|
|
|
||||
Corporate and other
|
581,043
|
|
|
351,700
|
|
|
|
||||
|
$
|
3,526,155
|
|
|
$
|
2,932,111
|
|
|
|
||
|
|
|
|
|
|
(a)
|
Adjusted EBITDA includes net income plus preopening, depreciation and amortization, share-based compensation, a donation to UNLV, asset impairment, write-downs and other charges, net, interest expense, net, loss on
|
|
Year Ended December 31, 2016
|
|||||||||||||||
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
||||||||
Net revenues
|
$
|
359,247
|
|
|
$
|
351,486
|
|
|
$
|
347,140
|
|
|
$
|
394,554
|
|
|
Operating income
|
93,962
|
|
|
69,874
|
|
|
73,349
|
|
|
72,261
|
|
|
||||
Net income
|
59,503
|
|
|
21,728
|
|
|
33,444
|
|
|
41,100
|
|
|
||||
Net income attributable to Red Rock Resorts, Inc.
|
57,639
|
|
|
5,653
|
|
|
8,272
|
|
|
20,403
|
|
|
||||
Earnings per share, basic and diluted
|
$
|
0.64
|
|
|
$
|
0.01
|
|
|
$
|
0.20
|
|
|
$
|
0.37
|
|
|
|
Year Ended December 31, 2015
|
|
||||||||||||||
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
||||||||
Net revenues
|
$
|
342,769
|
|
|
$
|
337,818
|
|
|
$
|
323,597
|
|
|
$
|
347,951
|
|
|
Operating income
|
81,753
|
|
|
64,345
|
|
|
56,816
|
|
|
84,275
|
|
|
||||
Income from continuing operations
|
45,698
|
|
|
28,146
|
|
|
21,016
|
|
|
48,558
|
|
|
||||
Discontinued operations
|
(132
|
)
|
|
(33
|
)
|
|
(6
|
)
|
|
5
|
|
|
||||
Net income
|
45,566
|
|
|
28,113
|
|
|
21,010
|
|
|
48,563
|
|
|
||||
Net income attributable to Red Rock Resorts, Inc.
|
44,107
|
|
|
25,790
|
|
|
19,062
|
|
|
48,699
|
|
|
||||
Earnings per share, basic and diluted
|
$
|
0.49
|
|
|
$
|
0.29
|
|
|
$
|
0.21
|
|
|
$
|
0.54
|
|
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED UNITHOLDER MATTERS
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
ITEM 15.
|
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|
|
Balance at Beginning of Year
|
|
Additions
|
|
Deductions
|
|
Balance at End of Year
|
||||||||
Description
|
|
|
|
|
|
|
|
||||||||
Deferred income tax asset valuation allowance:
|
|
|
|
|
|
|
|
||||||||
2016
|
$
|
—
|
|
|
$
|
109,398
|
|
|
$
|
(5,737
|
)
|
|
$
|
103,661
|
|
2015
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
2014
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.
|
|
Exhibits
|
||
|
|
|
|
|
|
|
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
|
|
3.1
|
|
Amended and Restated Certificate of Incorporation of Red Rock Resorts, Inc. (Incorporated herein by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed May 2, 2016.)
|
|
|
|
3.2
|
|
Amended and Restated Bylaws of Red Rock Resorts, Inc. (Incorporated herein by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K filed May 2, 2016.)
|
|
|
|
4.1
|
|
Specimen Stock Certificate evidencing the shares of Class A Common Stock of Red Rock Resorts, Inc. (Incorporated herein by reference to Exhibit 4.1 to Amendment No. 3 to the Registration Statement on Form S-1 filed by the Company on February 12, 2016 (File No. 333-207397).)
|
|
|
|
10.1
|
|
Third Amended and Restated Limited Liability Company Agreement of Station Holdco LLC, dated April 28, 2016 by and among Holdco and its Members (as defined therein.) (Incorporated herein by reference to Exhibit 10.2 the Company's Current Report on Form 8-K filed May 2, 2016.)
|
|
|
|
10.2
|
|
Form of Indemnification Agreement, between Red Rock Resorts, Inc., a Delaware corporation, Station Casinos LLC, a Nevada limited liability company, and the directors and officers of Red Rock Resorts, Inc. (Incorporated herein by reference to Exhibit 10.2 to Amendment No. 3 to the Registration Statement on Form S-1 filed by the Company on February 12, 2016 (File No. 333-207397).)
|
|
|
|
10.3
|
|
Exchange Agreement, dated as of April 28, 2016 among Red Rock Resorts, Inc., Station Holdco LLC and Company Unitholders (as defined therein.) (Incorporated herein by reference to Exhibit 10.3 to Red Rock Resort Inc.'s Current Report on Form 8-K filed May 2, 2016.)
|
|
|
|
10.4
|
|
Tax Receivable Agreement, dated as of April 28, 2016 among Red Rock Resorts, Inc., Station Holdco LLC and Members (as defined therein.) (Incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed May 2, 2016.)
|
|
|
|
10.5
|
|
Employment Agreement, dated as of May 2, 2016 among Red Rock Resorts, Inc., Station Casinos LLC and Frank J. Fertitta III. (Incorporated herein by reference to Exhibit 10.2 to the Station Casinos LLC's Current Report on Form 8-K filed May 2, 2016.)
|
|
|
|
10.6
|
|
Employment Agreement, dated as of May 2, 2016 among Red Rock Resorts, Inc., Station Casinos LLC and Stephen L. Cavallaro. (Incorporated herein by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed May 2, 2016.)
|
|
|
|
10.7
|
|
Employment Agreement, dated as of May 2, 2016 among Red Rock Resorts, Inc., Station Casinos LLC and Marc J. Falcone. (Incorporated herein by reference to Exhibit 10.4 to the Station Casinos LLC's Current Report on Form 8-K filed May 2, 2016.)
|
|
|
|
10.8
|
|
Employment Agreement, dated as of May 2, 2016 among Red Rock Resorts, Inc., Station Casinos LLC and Richard J. Haskins. (Incorporated herein by reference to Exhibit 10.5 to the Station Casinos LLC's Current Report on Form 8-K filed May 2, 2016.)
|
|
|
|
10.9
|
|
Employment Agreement, dated as of May 2, 2016 among Red Rock Resorts, Inc., Station Casinos LLC and Daniel J. Roy. (Incorporated herein by reference to Exhibit 10.6 to the Station Casinos LLC's Current Report on Form 8-K filed May 2, 2016.)
|
|
|
|
10.10
|
|
Interest Purchase Agreement, dated as of May 10, 2016 by and among FP Holdings, L.P., FP VoteCo, L.L.C., F.P. ParentCo, L.P. and Station Casinos LLC. (Incorporated herein by reference to Exhibit 10.7 to Station Casinos LLC's Current Report on Form 10-Q filed August 15, 2016.)
|
|
|
|
10.11
|
|
Amendment to Interest Purchase Agreement, dated as of September 30, 2016, by and among FP Holdings, L.P., FP VoteCo, L.L.C., FP ParentCo, L.P., and Station Casinos LLC. (Incorporated herein by reference to Exhibit 2.2 to Station Casinos LLC's Current Report on Form 8-K filed October 3, 2016.)
|
|
|
|
10.12
|
|
Membership Interest Purchase Agreement, dated as of October 13, 2015, by and among Station Casinos LLC, Fertitta Business Management LLC, LNA Investments, LLC, KVF Investments, LLC, FE Employeeco LLC, Fertitta Entertainment LLC and Frank J. Fertitta III (as seller representative.) (Incorporated herein by reference to Exhibit 10.10 to Amendment No. 3 to the Registration Statement on Form S-1 filed by the Company on February 12, 2016 (File No. 333-207397).)
|
|
|
|
10.13
|
|
Credit Agreement dated as of June 8, 2016, by and among Station Casinos LLC, subsidiary guarantors party thereto the lenders from time to time party thereto, the L/C Lenders party thereto, Deutsche Bank AG Cayman Islands Branch, as swingline lender, Deutsche Bank AG Cayman Islands Branch, as administrative agent and Deutsche Bank AG Cayman Islands Branch, as collateral agent. (Incorporated herein by reference to Exhibit 10.1 to Station Casinos LLC's Current Report on Form 8-K filed June 8, 2016.)
|
|
|
|
10.14
|
|
First Loan Modification Agreement and Omnibus Amendment, dated as of July 18, 2016 by and among CV Propco, LLC, as borrower, NP Tropicana, LLC, leasehold holder, NP Landco Holdco LLC, as holdco, Deutsche Bank AG Cayman Islands Branch, JPMorgan Chase Bank, N.A., and each other lender from time to time party thereto, as lenders, Deutsche Bank AG Cayman Islands Branch, as administrative agent for the lenders and JPMorgan Chase Bank, N.A., as syndication agent. (Incorporated herein by reference to Exhibit 10.1 to Station Casinos LLC's Current Report on Form 8-K filed July 20, 2016.)
|
|
|
|
10.15
|
|
Amended and Restated Credit Agreement dated as of June 16, 2011 by and among CV PropCo, LLC, as borrower, NP Tropicana LLC, as leasehold holder, NP Landco Holdco LLC, as holdco, Deutsche Bank AG Cayman Islands Branch, JPMorgan Chase Bank, N.A., and each other lender from time to time party thereto, as lenders, Deutsche Bank AG Cayman Islands Branch, as administrative agent for the secured parties, JPMorgan Chase Bank, N.A., as syndication agent, and Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc., as joint lead arrangers and joint book running manager. (Incorporated herein by reference to Exhibit 10.3 to Station Casinos LLC's Current Report on Form 8-K filed June 23, 2011.)
|
|
|
|
10.16
|
|
Indenture, dated as of March 1, 2013, by and among Station Casinos LLC, certain of its wholly owned subsidiaries (as guarantors) and Wells Fargo Bank, National Association, as trustee. (Incorporated herein by reference to Exhibit 4.2 to Station Casinos LLC's Current Report on Form 8-K filed March 1, 2013.)
|
|
|
|
10.17
|
|
Supplemental Indenture dated as of May 2, 2016 among Station Casinos LLC, certain of its wholly-owned subsidiaries (as guarantors) and Wells Fargo Bank, National Association, as trustee. (Incorporated herein by reference to Exhibit 4.1 to Station Casinos LLC's Current Report on Form 8-K filed May 2, 2016.)
|
|
|
|
10.18
|
|
Ground Lease and Sublease, dated as of June 1, 1993, by and between Boulder Station, Inc. and KB Enterprises. (Incorporated herein by reference to Exhibit 10.8 to Station Casinos LLC's Current Report on Form 8-K filed June 23, 2011.)
|
|
|
|
10.19
|
|
Option to Lease or Purchase, dated as of June 1, 1993, by and between Boulder Station, Inc. and KB Enterprises. (Incorporated herein by reference to Exhibit 10.9 to Station Casinos LLC's Current Report on Form 8-K filed June 23, 2011.)
|
|
|
|
10.20
|
|
Option to Acquire Interest Under Purchase Contract, dated as of June 1, 1993, by and between Boulder Station, Inc. and KB Enterprises. (Incorporated herein by reference to Exhibit 10.10 to Station Casinos LLC's Current Report on Form 8-K filed June 23, 2011.)
|
|
|
|
10.21
|
|
First Amendment to Ground Lease and Sublease, dated as of June 30, 1995, by and between KB Enterprises and Boulder Station, Inc. (Incorporated herein by reference to Exhibit 10.11 to Station Casinos LLC's Current Report on Form 8-K filed June 23, 2011.)
|
|
|
|
10.22
|
|
Lease Amendment No. 1, dated as of December 23, 1996, by and between Boulder Station, Inc. and KB Enterprises. (Incorporated herein by reference to Exhibit 10.12 Station Casinos LLC's Current Report on Form 8-K filed June 23, 2011.)
|
|
|
|
10.23
|
|
Second Amendment to Ground Lease and Sublease, dated as of January 7, 1997, by and between KB Enterprises and Boulder Station, Inc. (Incorporated herein by reference to Exhibit 10.13 to Station Casinos LLC's Current Report on Form 8-K filed June 23, 2011.)
|
|
|
|
10.24
|
|
Rent Agreement to the First Amendment to Ground Lease and Sublease, dated as of March 28, 2003, by and between KB Enterprises and Boulder Station, Inc. (Incorporated herein by reference to Exhibit 10.14 to Station Casinos LLC's Current Report on Form 8-K filed June 23, 2011.)
|
|
|
|
10.25
|
|
Ground Lease, dated as of June 1, 1995, by and between Station Casinos, Inc. and Texas Gambling Hall & Hotel, Inc. (Incorporated herein by reference to Exhibit 10.15 to Station Casinos LLC's Current Report on Form 8-K filed June 23, 2011.)
|
|
|
|
10.26
|
|
First Amendment to Ground Lease, dated as of June 30, 1995, by and between Station Casinos, Inc. and Texas Gambling Hall & Hotel, Inc. (Incorporated herein by reference to Exhibit 10.16 to Station Casinos LLC's Current Report on Form 8-K filed June 23, 2011.)
|
|
|
|
10.27
|
|
Lease Amendment No. 1, dated as of December 23, 1996, by and between Station Casinos, Inc. and Texas Gambling Hall & Hotel, Inc. (Incorporated herein by reference to Exhibit 10.17 to Station Casinos LLC's Current Report on Form 8-K filed June 23, 2011.)
|
|
|
|
10.28
|
|
Second Amendment to Ground Lease, dated as of January 7, 1997, by and between Texas Gambling Hall & Hotel, Inc. and Texas Station, Inc. (Incorporated herein by reference to Exhibit 10.18 to Station Casinos LLC's Current Report on Form 8-K filed June 23, 2011.)
|
|
|
|
10.29
|
|
Third Amendment to Ground Lease, dated as of June 13, 2011, by and between Texas Gambling Hall & Hotel, Inc. and NP Texas LLC. (Incorporated herein by reference to Exhibit 10.19 to Station Casinos LLC's Current Report on Form 8-K filed June 23, 2011.)
|
|
|
|
10.30
|
|
Rent Agreement to the First Amendment to Ground Lease, dated as of May 12, 2000, by and between Texas Gambling Hall & Hotel Real Estate Trust and Texas Gambling Hall & Hotel, Inc. (Incorporated herein by reference to Exhibit 10.20 to Station Casinos LLC's Current Report on Form 8-K filed June 23, 2011.)
|
|
|
|
10.31
|
|
Assignment, Assumption and Consent Agreement (Ground Lease), dated as of July 6, 1995, by and between Station Casinos, Inc. and Texas Station, Inc. (Incorporated herein by reference to Exhibit 10.21 to Station Casinos LLC's Current Report on Form 8-K filed June 23, 2011.)
|
|
|
|
10.32
|
|
Red Rock Resorts, Inc. 2016 Equity Incentive Plan. (Incorporated herein by reference to Exhibit 10.29 Amendment No. 3 to the Registration Statement on Form S-1 filed by Red Rock Resorts, Inc. on February 12, 2016 (File No. 333-207397).)
|
|
|
|
10.33
|
|
Non-Qualified Stock Option Award Agreement pursuant to the Red Rock Resorts, Inc. 2016 Equity Incentive Plan. (Incorporated herein by reference to Exhibit 10.30 to Amendment No. 3 to the Registration Statement on Form S-1 filed by Red Rock Resorts, Inc. on February 12, 2016 (File No. 333-207397).)
|
|
|
|
10.34
|
|
Restricted Stock Award Agreement pursuant to the Red Rock Resorts, Inc. 2016 Equity Incentive Plan. (Incorporated herein by reference to Exhibit 10.31 to Amendment No. 3 to the Registration Statement on Form S-1 filed by Red Rock Resorts, Inc. on February 12, 2016 (File No. 333-207397).)
|
|
|
|
10.35
|
|
Seventh Amended and Restated Management Agreement, dated as of January 3, 2013, among the Match-E-Be-Nash-She-Wish Band of Pottawatomi Indians of Michigan, the Gun Lake Tribal Gaming Authority and MPM Enterprises, L.L.C. (Incorporated herein by reference to Red Rock Resorts, Inc.’s Amendment No. 1 to Registration Statement on Form S-1 dated November 23, 2015 (File No. 333-207397).)
|
|
|
|
10.36
|
|
Amended and Restated Gaming Management Agreement, dated as of July 27, 2012, among Federated Indians of Graton Rancheria, a federally recognized Indian tribe, Graton Economic Development Authority and SC Sonoma Management, LLC, a California limited liability company. (Incorporated herein by reference to Red Rock Resorts, Inc.’s Amendment No. 1 to Registration Statement on Form S-1 dated November 23, 2015 (File No. 333-207397).)
|
|
|
|
10.37
|
|
Amended and Restated Non‑Gaming Management Agreement, dated as of August 6, 2012, among Federated Indians of Graton Rancheria, a federally recognized Indian tribe, Graton Economic Development Authority and SC Sonoma Management, LLC, a California limited liability company. (Incorporated herein by reference to Red Rock Resorts, Inc.’s Amendment No. 1 to Registration Statement on Form S-1 dated November 23, 2015 (File No. 333-207397).)
|
|
|
|
14.1
|
|
Red Rock Resorts, Inc. Code of Business Conduct and Ethics.
|
|
|
|
21.1
|
|
Subsidiaries of the Registrant.
|
|
|
|
23.1
|
|
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
|
|
|
|
31.1
|
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
31.2
|
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
32.1
|
|
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
32.2
|
|
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
101
|
|
The following information from the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 formatted in eXtensible Business Reporting Language: (i) the Consolidated Balance Sheets at December 31, 2016 and December 31, 2015, (ii) the Consolidated Statements of Income for the years ended December 31, 2016, 2015 and 2014, (iii) the Consolidated Statements of Comprehensive Income for the years ended December 31, 2016, 2015 and 2014, (iv) the Consolidated Statements of Stockholders’/Members’ Equity for the years ended December 31, 2016, 2015 and 2014, (v) the Consolidated Statements of Cash Flows for the years ended December 31, 2016, 2015 and 2014 and (vi) the Notes to Consolidated Financial Statements.
|
(b)
|
|
None
|
|
|
|
(c)
|
|
None
|
|
RED ROCK RESORTS, INC.
|
||
Dated:
|
By:
|
/s/ FRANK J. FERTITTA III
|
|
March 10, 2017
|
|
|
Frank J. Fertitta III
|
|
|
|
Chairman of the Board and Chief Executive Officer
|
Signature
|
|
Title
|
Date
|
|
|
|
|
/s/ FRANK J. FERTITTA III
|
|
Chairman of the Board and Chief Executive Officer (Principal Executive Officer)
|
March 10, 2017
|
Frank J. Fertitta III
|
|
|
|
|
|
|
|
/s/ LORENZO J. FERTITTA
|
|
Vice Chairman of the Board
|
March 10, 2017
|
Lorenzo J. Fertitta
|
|
|
|
/s/ MARC J. FALCONE
|
|
Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)
|
March 10, 2017
|
Marc J. Falcone
|
|
|
|
/s/ ROBERT A. CASHELL, JR.
|
|
Director
|
March 10, 2017
|
Robert A. Cashell, Jr.
|
|
|
|
/s/ JAMES E. NAVE, D.V.M.
|
|
Director
|
March 10, 2017
|
James E. Nave, D.V.M.
|
|
|
|
/s/ ROBERT E. LEWIS
|
|
Director
|
March 10, 2017
|
Robert E. Lewis
|
|
|
|
1 Year Red Rock Resorts Chart |
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