10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)

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

For the quarterly period ended March 31, 2021

OR

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

For the transition period from                    to     

Commission file number 001-37754

RED ROCK RESORTS, INC.

(Exact name of registrant as specified in its charter)

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

1505 South Pavilion Center Drive, Las Vegas, Nevada

(Address of principal executive offices)

89135

(Zip Code)

(702) 495-3000

Registrant’s telephone number, including area code

N/A

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

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

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

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

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

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

Large accelerated filer	☑	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

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

Class	Outstanding at April 30, 2021
Class A Common Stock, $0.01 par value	70,968,321
Class B Common Stock, $0.00001 par value	45,985,804

RED ROCK RESORTS, INC.

INDEX

Part I.	Financial Information
Item 1.	Financial Statements	3
	Condensed Consolidated Balance Sheets — March 31, 2021 (unaudited) and December 31, 2020	3
	Condensed Consolidated Statements of Operations and Comprehensive Loss — Three months ended March 31, 2021 and 2020 (unaudited)	4
	Condensed Consolidated Statements of Stockholders’ Equity — Three months ended March 31, 2021 and 2020 (unaudited)	5
	Condensed Consolidated Statements of Cash Flows — Three months ended March 31, 2021 and 2020 (unaudited)	7
	Notes to Condensed Consolidated Financial Statements (unaudited)	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	31
Item 4.	Controls and Procedures	32
Part II.	Other Information
Item 1.	Legal Proceedings	32
Item 1A.	Risk Factors	32
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	32
Item 3.	Defaults Upon Senior Securities	32
Item 4.	Mine Safety Disclosures	33
Item 5.	Other Information	33
Item 6.	Exhibits	33
Signature		34

Part I.    Financial Information

Item 1.    Financial Statements

RED ROCK RESORTS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(amounts in thousands, except share data)

	March 31, 2021		December 31, 2020
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	117,908	$	121,176
Restricted cash	—		4,529
Receivables, net	35,398		35,130
Inventories	12,442		13,079
Prepaid gaming tax	26,246		24,316
Prepaid expenses and other current assets	18,997		13,827
Assets held for sale	679,073		36,902
Total current assets	890,064		248,959
Property and equipment, net of accumulated depreciation of $1,092,133 and $1,224,081 at March 31, 2021 and December 31, 2020, respectively	2,033,239		2,857,973
Goodwill	195,676		195,676
Intangible assets, net of accumulated amortization of $15,910 and $19,520 at March 31, 2021 and December 31, 2020, respectively	88,390		100,817
Land held for development	233,740		233,740
Investments in joint ventures	7,633		8,162
Native American development costs	24,200		22,149
Other assets, net	64,709		72,478
Total assets	$	3,537,651	$	3,739,954
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	10,422	$	11,208
Accrued interest payable	12,838		20,128
Other accrued liabilities	145,850		146,077
Liabilities related to assets held for sale	4,620		—
Current portion of long-term debt	26,355		22,844
Total current liabilities	200,085		200,257
Long-term debt, less current portion	2,801,220		2,879,163
Other long-term liabilities	30,545		28,499
Payable pursuant to tax receivable agreement	28,035		27,394
Total liabilities	3,059,885		3,135,313
Commitments and contingencies (Note 13)
Stockholders’ equity:
Preferred stock, par value $0.01 per share, 100,000,000 shares authorized; none issued and outstanding	—		—
Class A common stock, par value $0.01 per share, 500,000,000 shares authorized; 71,001,975 and 71,228,168 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively	710		712
Class B common stock, par value $0.00001 per share, 100,000,000 shares authorized; 45,985,804 and 46,085,804 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively	1		1
Additional paid-in capital	373,278		385,579
Accumulated deficit	(97,849)		(33,071)
Accumulated other comprehensive loss	(624)		(623)
Total Red Rock Resorts, Inc. stockholders’ equity	275,516		352,598
Noncontrolling interest	202,250		252,043
Total stockholders’ equity	477,766		604,641
Total liabilities and stockholders’ equity	$	3,537,651	$	3,739,954

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

3

RED ROCK RESORTS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(amounts in thousands, except per share data)

(unaudited)

	Three Months Ended March 31,
	2021		2020
Operating revenues:
Casino	$	259,938	$	208,267
Food and beverage	46,872		88,331
Room	21,944		40,076
Other	15,557		21,357
Management fees	8,308		19,357
Net revenues	352,619		377,388
Operating costs and expenses:
Casino	63,116		83,275
Food and beverage	41,057		92,486
Room	11,091		20,673
Other	5,350		9,634
Selling, general and administrative	78,910		101,273
Depreciation and amortization	54,255		58,534
Write-downs and other charges, net	260		8,807
Asset impairment	169,733		—
	423,772		374,682
Operating (loss) income	(71,153)		2,706
Earnings from joint ventures	390		202
Operating (loss) income and earnings from joint ventures	(70,763)		2,908
Other expense:
Interest expense, net	(27,267)		(36,058)
Loss on extinguishment/modification of debt, net	(8,140)		(11,411)
Change in fair value of derivative instruments	(128)		(20,010)
Other	(48)		(44)
	(35,583)		(67,523)
Loss before income tax	(106,346)		(64,615)
Provision for income tax	(217)		(113,185)
Net loss	(106,563)		(177,800)
Less: net loss attributable to noncontrolling interests	(41,785)		(25,601)
Net loss attributable to Red Rock Resorts, Inc.	$	(64,778)	$	(152,199)
Loss per common share (Note 12):
Loss per share of Class A common stock, basic and diluted	$	(0.92)	$	(2.18)
Weighted-average common shares outstanding:
Basic and diluted	70,728		69,962
Comprehensive loss	$	(106,563)	$	(178,462)
Less: comprehensive loss attributable to noncontrolling interests	(41,785)		(25,862)
Comprehensive loss attributable to Red Rock Resorts, Inc.	$	(64,778)	$	(152,600)

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

4

RED ROCK RESORTS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(amounts in thousands)

(unaudited)

	Red Rock Resorts, Inc. Stockholders’ Equity
	Common stock						Additional paid-in capital		Accumulated deficit		Accumulated other comprehensive loss		Noncontrolling interest		Total stockholders’ equity
	Class A			Class B
	Shares	Amount		Shares	Amount
Balances, December 31, 2020	71,228	$	712	46,086	$	1	$	385,579	$	(33,071)	$	(623)	$	252,043	$	604,641
Net loss	—	—		—	—		—		(64,778)		—		(41,785)		(106,563)
Share-based compensation	—	—		—	—		2,741		—		—		—		2,741
Distributions	—	—		—	—		—		—		—		(7,561)		(7,561)
Stock option exercises and issuance of restricted stock, net	171	2		—	—		(319)		—		—		—		(317)
Repurchases of Class A common stock	(397)	(4)		—	—		(11,708)		—		—		—		(11,712)
Exchanges of noncontrolling interests for cash	—	—		(100)	—		(2,223)		—		(1)		(598)		(2,822)
Tax receivable agreement liability resulting from exchanges of noncontrolling interests for cash	—	—		—	—		(641)		—		—		—		(641)
Rebalancing of ownership percentage between the Company and noncontrolling interests in Station Holdco	—	—		—	—		(151)		—		—		151		—
Balances, March 31, 2021	71,002	$	710	45,986	$	1	$	373,278	$	(97,849)	$	(624)	$	202,250	$	477,766

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

5

RED ROCK RESORTS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Continued)

(amounts in thousands)

(unaudited)

	Red Rock Resorts, Inc. Stockholders’ Equity
	Common stock						Additional paid-in capital		Retained earnings (accumulated deficit)		Accumulated other comprehensive loss		Noncontrolling interest		Total stockholders’ equity
	Class A			Class B
	Shares	Amount		Shares	Amount
Balances, December 31, 2019	70,465	$	705	46,827	$	1	$	376,229	$	124,423	$	(641)	$	281,880	$	782,597
Net loss	—	—		—	—		—		(152,199)		—		(25,601)		(177,800)
Other comprehensive loss, net of tax	—	—		—	—		—		—		(401)		(261)		(662)
Share-based compensation	—	—		—	—		4,057		—		—		—		4,057
Distributions	—	—		—	—		—		—		—		(4,620)		(4,620)
Dividends	—	—		—	—		—		(7,113)		—		—		(7,113)
Stock option exercises and issuance of restricted stock, net	41	—		—	—		485		—		—		—		485
Repurchases of Class A common stock	(6)	—		—	—		(68)		—		—		—		(68)
Exchanges of noncontrolling interests for Class A common stock	641	6		(641)	—		4,006		—		1		(4,013)		—
Tax receivable agreement liability resulting from exchanges of noncontrolling interests for Class A common stock	—	—		—	—		(1,997)		—		—		—		(1,997)
Rebalancing of ownership percentage between the Company and noncontrolling interests in Station Holdco	—	—		—	—		(1,746)		—		1		1,745		—
Balances, March 31, 2020	71,141	$	711	46,186	$	1	$	380,966	$	(34,889)	$	(1,040)	$	249,130	$	594,879

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

6

RED ROCK RESORTS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(amounts in thousands)

(unaudited)

	Three Months Ended March 31,
	2021		2020
Cash flows from operating activities:
Net loss	$	(106,563)	$	(177,800)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	54,255		58,534
Change in fair value of derivative instruments	128		20,010
Reclassification of unrealized gain on derivative instruments into income	—		(662)
Write-downs and other charges, net	(66)		6,221
Asset impairment	169,733		—
Amortization of debt discount and debt issuance costs	2,411		3,003
Share-based compensation	2,741		4,053
Loss on extinguishment/modification of debt, net	8,140		11,411
Deferred income tax	—		113,185
Changes in assets and liabilities:
Receivables, net	(167)		16,196
Inventories and prepaid expenses	(7,492)		(562)
Accounts payable	(178)		(13,343)
Accrued interest payable	(7,330)		13,404
Other accrued liabilities	3,183		(7,236)
Other, net	965		1,470
Net cash provided by operating activities	119,760		47,884
Cash flows from investing activities:
Capital expenditures, net of related payables	(8,010)		(30,790)
Native American development costs	(2,744)		(145)
Net settlement of derivative instruments	(5,648)		(97)
Other, net	150		(256)
Net cash used in investing activities	(16,252)		(31,288)

7

RED ROCK RESORTS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(amounts in thousands)

(unaudited)

	Three Months Ended March 31,
	2021		2020
Cash flows from financing activities:
Borrowings under credit agreements with original maturity dates greater than three    months	220,000		1,007,500
Payments under credit agreements with original maturity dates greater than three    months	(47,693)		(780,824)
Proceeds from issuance of 4.50% Senior Notes	—		750,000
Partial redemption of 5.00% Senior Notes	(250,000)		—
Cash paid for early extinguishment of debt	(6,250)		(7,109)
Distributions to noncontrolling interests	(7,561)		(4,620)
Repurchases of Class A common stock	(11,712)		(68)
Exchanges of noncontrolling interests for cash	(2,822)		—
Dividends paid	—		(7,110)
Payment of debt issuance costs	—		(12,265)
Other, net	(591)		225
Net cash (used in) provided by financing activities	(106,629)		945,729
(Decrease) increase in cash, cash equivalents and restricted cash	(3,121)		962,325
Balance, beginning of period	125,705		132,915
Balance, end of period	$	122,584	$	1,095,240
Cash, cash equivalents and restricted cash:
Cash and cash equivalents	$	117,908	$	1,091,149
Restricted cash	—		4,091
Cash, cash equivalents and restricted cash included in assets held for sale	4,676		—
Balance, end of period	$	122,584	$	1,095,240
Supplemental cash flow disclosures:
Cash paid for interest	$	32,207	$	21,062
Non-cash investing and financing activities:
Capital expenditures incurred but not yet paid	$	7,719	$	15,763

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

8

RED ROCK RESORTS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1.    Organization, Basis of Presentation and Significant Accounting Policies

Organization

Red Rock Resorts, Inc. (“Red Rock,” or the “Company”) was formed as a Delaware corporation in 2015 to own an indirect equity interest in and manage Station Casinos LLC (“Station LLC”), a Nevada limited liability company. Station LLC is a gaming, development and management company established in 1976 that owns and operates ten major gaming and entertainment facilities and ten smaller casino properties (three of which are 50% owned) in the Las Vegas regional market.

The Company owns all of the outstanding voting interests in Station LLC and has an indirect equity interest in Station LLC through its ownership of limited liability interests in Station Holdco LLC (“Station Holdco,” and such interests, “LLC Units”), which owns all of the economic interests in Station LLC. At March 31, 2021, the Company held 61% of the economic interests and 100% of the voting power in Station Holdco, subject to certain limited exceptions, and is designated as the sole managing member of both Station Holdco and Station LLC. The Company controls and operates all of the business and affairs of Station Holdco and Station LLC, and conducts all of its operations through these entities.

The Company continues to operate under state-mandated occupancy and other operational restrictions as a result of the ongoing COVID-19 pandemic. At March 31, 2021, the Texas Station, Fiesta Henderson, Fiesta Rancho and Palms Casino Resort (“Palms”) properties have not reopened. The Company will continue to assess the performance of its open properties, as well as the recovery of the Las Vegas market and the economy as a whole, before considering whether to reopen some or all of the remaining properties. The Company has no plans to reopen any of these properties in 2021. As a result of the pandemic, the temporary closure of all of the Company’s properties from March 17, 2020 through June 3, 2020 and the ongoing closure of four of its properties, the Company’s operating results for the three months ended March 31, 2021 are not comparable with those of the prior period presented.

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

Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted pursuant to such rules and regulations, although management believes that the disclosures are adequate to make the information presented not misleading. In the opinion of management, all adjustments necessary for a fair presentation of the results for the interim periods have been made, and such adjustments were of a normal recurring nature. The interim results reflected in these condensed consolidated financial statements are not necessarily indicative of results to be expected for the full fiscal year. These financial statements should be read in conjunction with the audited financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. Certain amounts in the condensed consolidated financial statements for the prior year have been reclassified to be consistent with the current year presentation.

Principles of Consolidation

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

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

9

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RED ROCK RESORTS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

Use of Estimates

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

Significant Accounting Policies

A description of the Company’s significant accounting policies is included in the audited financial statements within its Annual Report on Form 10-K for the year ended December 31, 2020.

Recently Adopted Accounting Standards

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

2.    Assets Held for Sale

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

On May 3, 2021, the Company entered into an agreement to sell the equity interests in the entities that hold Palms to a third-party buyer for aggregate consideration of $650.0 million. The sale is expected to close in the fourth quarter of 2021. Accordingly, the net assets of Palms that are expected to be disposed were reclassified to held for sale as of March 31, 2021, and the Company recorded an asset impairment charge of $169.7 million to reduce the carrying amount of the disposal group to its estimated fair value less cost to sell.

The carrying amounts of the assets and liabilities held for sale related to Palms as of March 31, 2021 are presented below (amounts in thousands):

Assets
Cash and cash equivalents	$	29
Restricted cash	4,647
Other current assets	746
Property and equipment	779,705
Intangible assets, net	11,784
Other assets, net	14,993
Valuation allowance on assets held for sale	(169,733)
Assets held for sale	$	642,171
Liabilities
Current liabilities	$	2,404
Other long-term liabilities	2,216
Liabilities related to assets held for sale	$	4,620

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RED ROCK RESORTS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

For the three months ended March 31, 2021, Palms generated net revenues of $4.1 million and a pretax loss of $189.6 million, which included the $169.7 million asset impairment charge. For the three months ended March 31, 2020, Palms generated net revenues of $47.2 million and a pretax loss of $25.2 million.

In addition to the net assets of Palms presented above, assets held for sale also included certain undeveloped land parcels that were expected to be sold within one year, with an aggregate carrying amount of $36.9 million at March 31, 2021 and December 31, 2020. Subsequent to March 31, 2021, management determined that the held for sale criteria were no longer met for a parcel of land with a carrying amount of $19.6 million.

3.    Noncontrolling Interest in Station Holdco

As discussed in Note 1, Red Rock holds a controlling interest in and consolidates the financial position and results of operations of Station LLC and its subsidiaries and Station Holdco, and the interests in Station Holdco not owned by Red Rock are presented within noncontrolling interest in the condensed consolidated financial statements. During the three months ended March 31, 2021, a noncontrolling interest holder unaffiliated with Red Rock exchanged 100,000 LLC Units, together with an equal number of Class B common shares, for cash at the election of the Company, which increased Red Rock’s percentage ownership in Station Holdco. Approximately 641,000 Class B common shares and LLC Units were exchanged for Class A common shares during the three months ended March 31, 2020.

The ownership of the LLC Units is summarized as follows:

	March 31, 2021			December 31, 2020
	Units	Ownership %		Units	Ownership %
Red Rock	71,384,772	60.8	%	71,228,168	60.7	%
Noncontrolling interest holders	45,985,804	39.2	%	46,085,804	39.3	%
Total	117,370,576	100.0	%	117,313,972	100.0	%

The Company uses monthly weighted-average LLC Unit ownership to calculate the pretax income or loss and other comprehensive income or loss of Station Holdco attributable to Red Rock and the noncontrolling interest holders. Station Holdco equity attributable to Red Rock and the noncontrolling interest holders is rebalanced, as needed, to reflect LLC Unit ownership at period end.

4.    Native American Development

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

As currently contemplated, the North Fork Project is expected to include approximately 2,000 Class III slot machines, approximately 40 table games and several restaurants, and future development costs of the project are expected to be between $350 million and $400 million. Development of the North Fork Project is subject to certain governmental and regulatory approvals, including, without limitation, approval of the Management Agreement by the Chairman of the National Indian Gaming Commission (“NIGC”).

Under the terms of the Development Agreement, the Company has agreed to arrange the financing for the ongoing development costs and construction of the facility, and has contributed significant financial support to the North Fork Project. Through March 31, 2021, the Company has paid approximately $39.3 million of reimbursable advances to the Mono, primarily to complete the environmental impact study, purchase the North Fork Site and pay the costs of litigation. The advances are expected to be repaid from the proceeds of the project’s financing or from the Mono’s cash flows from the North Fork Project’s operations; however, there can be no assurance that the advances will be repaid. The carrying amount of the advances was reduced to fair value upon the Company’s adoption of fresh-start reporting in 2011. At March 31, 2021, the carrying amount of the advances was $24.2 million. In accordance with the Company’s accounting policy, accrued interest on the advances will not be recognized in income until the carrying amount of the advances has been recovered.

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RED ROCK RESORTS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

The Company will receive a development fee of 4% of the costs of construction (as defined in the Development Agreement) for its development services, which will be paid upon the commencement of gaming operations at the facility. In March 2018, the Mono submitted a proposed Third Amended and Restated Management Agreement (the “Management Agreement”) to the NIGC. The Management Agreement allows the Company to receive a management fee of 30% of the North Fork Project’s net income. The Management Agreement and the Development Agreement have a term of seven years from the opening of the North Fork Project. The Management Agreement includes termination provisions whereby either party may terminate the agreement for cause, and the Management Agreement may also be terminated at any time upon agreement of the parties. There is no provision in the Management Agreement allowing the tribe to buy-out the agreement prior to its expiration. The Management Agreement provides that the Company will train the Mono tribal members such that they may assume responsibility for managing the North Fork Project upon the expiration of the agreement.

Upon termination or expiration of the Management Agreement and Development Agreement, the Mono will continue to be obligated to repay any unpaid principal and interest on the advances from the Company, as well as certain other amounts that may be due, such as management fees. Amounts due to the Company under the Development Agreement and Management Agreement are secured by substantially all of the assets of the North Fork Project except the North Fork Site. In addition, the Development Agreement and Management Agreement contain waivers of the Mono’s sovereign immunity from suit for the purpose of enforcing the agreements or permitting or compelling arbitration and other remedies.

The timing of this type of project is difficult to predict and is dependent upon the receipt of the necessary governmental and regulatory approvals. There can be no assurance as to when, or if, these approvals will be obtained. The Company currently estimates that construction of the North Fork Project may begin in the next three months and estimates that the North Fork Project would be completed and opened for business approximately 15 to 18 months after construction begins. There can be no assurance, however, that the North Fork Project will be completed and opened within this time frame or at all. The Company expects to assist the Mono in obtaining financing for the North Fork Project once all necessary regulatory approvals have been received and prior to commencement of construction; however, there can be no assurance that the Company will be able to obtain such financing for the North Fork Project on acceptable terms or at all.

The Company has evaluated the likelihood that the North Fork Project will be successfully completed and opened, and has concluded that the likelihood of successful completion is in the range of 75% to 85% at March 31, 2021. The Company’s evaluation is based on its consideration of all available positive and negative evidence about the status of the North Fork Project, including, but not limited to, the status of required regulatory approvals, as well as the progress being made toward the achievement of all milestones and the successful resolution of all litigation and contingencies. There can be no assurance that the North Fork Project will be successfully completed or that future events and circumstances will not change the Company’s estimates of the timing, scope, and potential for successful completion or that any such changes will not be material. In addition, there can be no assurance that the Company will recover all of its investment in the North Fork Project even if it is successfully completed and opened for business.

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(UNAUDITED)

The following table summarizes the Company’s evaluation at March 31, 2021 of each of the critical milestones necessary to complete the North Fork Project.

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

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(UNAUDITED)

Following is a discussion of certain unresolved legal matters related to the North Fork Project.

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

Picayune Rancheria of Chukchansi Indians v. Brown. In March 2016, Picayune Rancheria of Chukchansi Indians (“Picayune”) filed a complaint for declaratory relief and petition for writ of mandate in California Superior Court for the County of Madera against Governor Edmund G. Brown, Jr., alleging that the referendum that invalidated the Compact also invalidated Governor Brown’s concurrence with the North Fork Determination. The complaint seeks to vacate and set aside the Governor’s concurrence. In July 2016, the court granted the Mono’s application to intervene and the Mono filed a demurrer seeking to dismiss the case. In November 2016, the district court dismissed Picayune’s complaint, but the court subsequently vacated its ruling based on the December 2016 decision by the Fifth District Court of Appeal in Stand Up for California! v. Brown. The case has been stayed since 2017 pending a decision by the California Supreme Court in Stand Up for California! v. Brown.

Stand Up for California! et. al. v. United States Department of the Interior. In November 2016, Stand Up for California! and other plaintiffs filed a complaint in the United States District Court for the Eastern District of California (the “District Court”) alleging that the DOI’s issuance of Secretarial Procedures for the Mono was subject to the National Environmental Policies Act (“NEPA”) and the Clean Air Act (the “CAA”), and violate the Johnson Act. The complaint further alleges violations of the Freedom of Information Act and the Administrative Procedures Act. The DOI filed its answer to the complaint in February 2017 denying plaintiffs’ claims and asserting certain affirmative defenses. A motion to intervene filed by the Mono was granted in March 2017. Plaintiffs subsequently filed a motion to stay the proceedings in May 2017. Briefing on the contested stay request concluded in July 2017 and briefing on cross-motions for summary judgment was concluded in September 2017. On July 18, 2018, the court denied plaintiffs’ motion to stay the proceedings and granted the summary judgment motions of the Mono and the federal defendants. On September 11, 2018, plaintiffs filed a notice of appeal of the District Court decision with the United States Court of Appeals for the Ninth Circuit. The briefing of the issues on appeal was completed on June 13, 2019. The Ninth Circuit heard oral argument on February 11, 2020 and in May 2020 rendered a decision affirming the grant of summary judgment on the Johnson Act issues and reversing and remanding for further proceedings the portion of the summary judgment decision relating to NEPA and the CAA. The briefing on the portion of the case that was reversed and remanded was completed in January 2021 and a decision of the District Court is pending.

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(UNAUDITED)

5.    Other Accrued Liabilities

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

	March 31, 2021		December 31, 2020
Contract and customer-related liabilities:
Rewards Program liability	$	14,934	$	17,465
Advance deposits and future wagers	11,959		11,854
Unpaid wagers, outstanding chips and other customer-related liabilities	18,869		18,248
Other accrued liabilities:
Accrued payroll and related	35,865		41,026
Accrued gaming and related	26,879		20,316
Construction payables and equipment purchase accruals	7,747		3,710
Operating lease liabilities, current portion	3,176		2,936
Interest rate swaps	6,198		11,758
Other	20,223		18,764
	$	145,850	$	146,077

6.    Long-term Debt

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

	March 31, 2021		December 31, 2020
Term Loan B Facility due February 7, 2027, interest at a margin above LIBOR or base rate (2.50% at March 31, 2021 and December 31, 2020), net of unamortized discount and deferred issuance costs of $28.4 million and $29.5 million at March 31, 2021 and December 31, 2020, respectively	$	1,471,741	$	1,470,944
Term Loan A Facility due February 7, 2025, interest at a margin above LIBOR or base rate (1.86% and 1.90% at March 31, 2021 and December 31, 2020, respectively), net of unamortized discount and deferred issuance costs of $2.0 million and $2.2 million at March 31, 2021 and December 31, 2020, respectively	177,488		179,712
Revolving Credit Facility due February 7, 2025, interest at a margin above LIBOR or base rate (1.86% at March 31, 2021)	175,000		—
4.50% Senior Notes due February 15, 2028, net of unamortized discount and deferred issuance costs of $7.3 million and $7.6 million at March 31, 2021 and December 31, 2020, respectively	683,481		683,257
5.00% Senior Notes due October 1, 2025, net of unamortized deferred issuance costs of $2.1 million and $4.1 million at March 31, 2021 and December 31, 2020, respectively	278,281		526,260
Other long-term debt, weighted-average interest of 3.83% at March 31, 2021 and December 31, 2020, net of unamortized discount and deferred issuance costs of $0.3 million and $0.4 million at March 31, 2021 and December 31, 2020, respectively	41,584		41,834
Total long-term debt	2,827,575		2,902,007
Current portion of long-term debt	(26,355)		(22,844)
Total long-term debt, net	$	2,801,220	$	2,879,163

Credit Facility

Station LLC’s credit facility consists of the Term Loan B Facility, the Term Loan A Facility and the Revolving Credit Facility (collectively, the “Credit Facility”). As last amended in February 2020, the Term Loan B Facility bears interest at a rate per annum, at Station LLC’s option, equal to either LIBOR plus 2.25% or base rate plus 1.25%, and the Term Loan A Facility and Revolving Credit Facility bear interest at a rate per annum, at Station LLC’s option, equal to either LIBOR plus an amount ranging from 1.50% to 1.75% or base rate plus an amount ranging from 0.50% to 0.75%, depending on Station LLC’s consolidated total leverage ratio. The Credit Facility contains a number of customary covenants, including requirements that Station LLC maintain throughout the term of the Credit Facility and measured as of the end of each quarter, an interest

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(UNAUDITED)

coverage ratio of not less than 2.50 to 1.00 and a maximum consolidated total leverage ratio, with step-downs over the term of the Credit Facility, ranging from 6.50 to 1.00 at March 31, 2021 to 5.25 to 1.00 at December 31, 2023 and thereafter. A breach of the financial ratio covenants shall only become an event of default under the Term Loan B Facility if the lenders within the Term Loan A Facility and the Revolving Credit Facility take certain affirmative actions after the occurrence of a default of such financial ratio covenants. Management believes the Company was in compliance with all applicable covenants at March 31, 2021.

Revolving Credit Facility

At March 31, 2021, Station LLC’s borrowing availability under its Revolving Credit Facility, subject to continued compliance with the terms of the Credit Facility, was $826.7 million, which was net of $175.0 million in outstanding borrowings and $29.4 million in outstanding letters of credit and similar obligations.

Senior Notes

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

7.    Derivative Instruments

The Company’s objective in using derivative instruments is to manage its exposure to interest rate movements. To accomplish this objective, the Company uses interest rate swaps as a part of its cash flow hedging strategy. The Company does not use derivative financial instruments for trading or speculative purposes.

The Company’s hedging strategy includes the use of interest rate swaps that are not designated in cash flow hedging relationships. The interest rate swap agreements allow Station LLC to receive variable-rate payments in exchange for fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. At March 31, 2021, Station LLC’s interest rate swaps had a weighted-average fixed pay rate of 1.94%, a combined notional amount of $1.3 billion and effectively converted $1.3 billion of Station LLC’s variable interest rate debt to a fixed rate of 3.95%. The interest rate swaps will expire July 8, 2021.

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

Station LLC has not posted any collateral related to its interest rate swap agreements; however, Station LLC’s obligations under the interest rate swap agreements are subject to the security and guarantee arrangements applicable to the Credit Facility. The interest rate swap agreements contain a cross-default provision under which Station LLC could be declared in default on its obligation under such agreements if certain conditions of default exist on the Credit Facility. At March 31, 2021, the termination value of Station LLC’s interest rate swaps, including accrued interest, was a net liability of $7.8 million. Had Station LLC been in breach of the provisions of its swap agreements, it could have been required to pay the termination value to settle the obligations.

Certain of Station LLC’s interest rate swaps were previously designated in cash flow hedging relationships until their dedesignation in June 2017. Accordingly, associated cumulative deferred net gains, which were previously recognized in accumulated other comprehensive loss, were amortized as a reduction of interest expense through July 2020 as the hedged interest payments occurred. During the three months ended March 31, 2020, $0.7 million in deferred net gains were reclassified from accumulated other comprehensive loss to Interest expense, net in the Condensed Consolidated Statements of Operations and Comprehensive Loss.

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(UNAUDITED)

8.    Fair Value Measurements

Assets and Liabilities Measured at Fair Value on a Recurring Basis

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

	March 31, 2021		December 31, 2020		Level of Fair Value Hierarchy
Liabilities
Interest rate swaps	$	6,198	$	11,758	Level 2 - Significant unobservable inputs

The fair values of Station LLC’s interest rate swaps were determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of the interest rate swaps. This analysis reflects the contractual terms of the interest rate swaps, including the period to maturity, and uses observable market-based inputs, including forward interest rate curves. Station LLC incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the counterparty’s nonperformance risk in the fair value measurement. The Company had no financial assets measured at fair value on a recurring basis at March 31, 2021 or December 31, 2020.

Fair Value of Long-term Debt

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

	March 31, 2021		December 31, 2020
Aggregate fair value	$	2,868	$	2,936
Aggregate carrying amount	2,828		2,902

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

9.    Stockholders’ Equity    

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

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

	Three Months Ended March 31,
	2021		2020
Net loss attributable to Red Rock Resorts, Inc.	$	(64,778)	$	(152,199)
Transfers from (to) noncontrolling interests:
Exchanges of noncontrolling interests	598		4,013
Rebalancing of ownership percentage between the Company and noncontrolling interests in Station Holdco	(151)		(1,745)
Net transfers from noncontrolling interests	447		2,268
Change from net loss attributable to Red Rock Resorts, Inc. and net transfers from noncontrolling interests	$	(64,331)	$	(149,931)

Dividends

During the three months ended March 31, 2021, the Company paid no dividends. In May 2020, the Company announced that its Board of Directors had suspended the payment of dividends for the remainder of 2020, and the suspension of dividend payments will continue until further notice. During the three months ended March 31, 2020, the Company declared and paid a cash dividend of $0.10 per share of Class A common stock.

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(UNAUDITED)

Equity Repurchase Program

In February 2019, the Company’s board of directors approved an equity repurchase program authorizing the repurchase of up to an aggregate of $150 million of its Class A common stock. In February 2021, the Company’s board of directors extended its approval of the equity repurchase program through December 31, 2022. Through December 31, 2020, no shares had been repurchased under the program. Pursuant to the program, during the three months ended March 31, 2021, the Company repurchased 382,602 shares of its Class A common stock for an aggregate of $11.2 million and a weighted average price per share of $29.39 in open market transactions. At March 31, 2021, the remaining amount authorized for repurchases under the program was $135.9 million.

10.    Share-based Compensation

The Company maintains an equity incentive plan designed to attract, retain and motivate employees and align the interests of those individuals with the interests of the Company. A total of 23.2 million shares of Class A common stock are reserved for issuance under the plan, of which approximately 12.1 million shares were available for issuance at March 31, 2021.

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

	Restricted Class A  Common Stock			Stock Options
	Shares	Weighted-average grant date fair value		Shares	Weighted-average exercise price
Outstanding at January 1, 2021	368,811	$	27.19	6,310,657	$	25.80
Activity during the period:
Granted	147,930	28.66		1,295,986	28.66
Vested/exercised (a)	(74,386)	27.74		(120,754)	20.78
Forfeited/expired	(5,467)	28.24		(78,149)	28.87
Outstanding at March 31, 2021	436,888	$	27.58	7,407,740	$	26.35

_______________________________________________________________

(a)Stock options exercised included 92,838 options that were not converted into shares due to net share settlements to cover the aggregate exercise price and employee withholding taxes.

The Company recognized share-based compensation expense of $2.7 million and $4.1 million for the three months ended March 31, 2021 and 2020, respectively. At March 31, 2021, unrecognized share-based compensation cost was $35.9 million, which is expected to be recognized over a weighted-average period of 3.1 years.

11.    Income Taxes

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

The Company’s tax provision or benefit from income taxes for interim periods is determined using an estimate of the Company’s annual effective tax rate, adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter the Company updates the estimate of the annual effective tax rate and makes necessary cumulative adjustments to the total tax provision or benefit. The current taxes are estimated for the period and the balance sheet is adjusted to reflect such taxes currently payable or receivable. The remaining tax provision or benefit is recorded as deferred taxes.

The Company’s effective tax rate for the three months ended March 31, 2021 was (0.2)%, including discrete items, as compared to (175.2)% for the three months ended March 31, 2020. The Company’s effective tax rate for the three months ended March 31, 2021 as compared to the 21% statutory rate was primarily impacted by a full valuation allowance established against the deferred tax assets (“DTAs”). Other items impacting the effective tax rate include a rate detriment attributable to the fact that Station Holdco operates as a limited liability company which is not subject to federal income tax. Accordingly, the Company does not benefit from the portion of Station Holdco’s losses attributable to noncontrolling interests. In addition, state income taxes do not have a significant impact on the Company's effective rate. Station Holdco operates in Nevada and

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(UNAUDITED)

California. Nevada does not impose a state income tax and the Company's activities in California result in minimal state income tax.

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

The Company considers both positive and negative evidence when measuring the need for a valuation allowance. A valuation allowance is not required to the extent that, in management’s judgment, positive evidence exists with a magnitude and duration sufficient to result in a conclusion that it is more likely than not that the Company’s deferred tax assets will be realized. As a result of the economic downturn and uncertainty caused by the COVID-19 pandemic on its current operating results and the considerable uncertainty that remains in the future, the Company determined it was more likely than not that the deferred tax assets will not be realized.

Historically, the Company recorded a full valuation allowance on the DTA related only to the LLC Units issued in the IPO and reorganization transactions as the deferred tax asset relating to those units is not expected to be realized unless the Company disposes of its investment in Station Holdco. The Company recognizes changes to the valuation allowance through the provision for income tax or other comprehensive income, as applicable, and at March 31, 2021 and December 31, 2020, the valuation allowance was $174.9 million and $160.5 million, respectively.

The Company recorded $1.2 million of unrecognized tax benefits as of March 31, 2021. The Company does not currently record interest and penalties for unrecognized tax benefits as any recognition would result in a reduction of its net operating loss or other tax attributes and would not result in an underpayment of tax. Further, the Company does not believe that it has any tax positions for which it is reasonably possible that it will be required to record a significant liability for unrecognized tax benefits within the next twelve months.

The Company files annual income tax returns for Red Rock and Station Holdco in the U.S. federal jurisdiction and California. Red Rock is currently under examination by the Internal Revenue Service for the 2016 tax year and Station Holdco is under examination for the 2016 and 2017 tax years. The Company regularly assesses the likelihood of adverse outcomes resulting from any examinations to determine the adequacy of the Company’s provision for income taxes.

Tax Receivable Agreement

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

At March 31, 2021 and December 31, 2020, the Company’s liability under the TRA was $28.0 million and $27.4 million, respectively, of which $9.0 million was payable to entities related to Frank J. Fertitta III, the Company’s Chairman of the Board and Chief Executive Officer, and Lorenzo J. Fertitta, Vice Chairman of the Board and a vice president of the Company. For the three months ended March 31, 2021 and 2020, exchanges of LLC Units resulted in an increase in the amount payable under the TRA liability of $0.6 million and $2.0 million, respectively, which was recorded through stockholders’ equity.

The timing and amount of aggregate payments due under the TRA may vary based on a number of factors, including the amount and timing of the taxable income the Company generates each year and the tax rate then applicable. The payment obligations under the TRA are Red Rock’s obligations and are not obligations of Station Holdco or Station LLC. Payments are generally due within a specified period of time following the filing of the Company’s annual tax return and interest on such payments will accrue from the original due date (without extensions) of the income tax return until the date paid. Payments not made within the required period after the filing of the income tax return generally accrue interest at a rate of LIBOR plus 5.00%.

The TRA will remain in effect until all such tax benefits have been utilized or expired, unless the Company exercises its right to terminate the TRA. The TRA will also terminate if the Company breaches its obligations under the TRA or upon certain mergers, asset sales or other forms of business combinations, or other changes of control. If the Company exercises its

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(UNAUDITED)

right to terminate the TRA, or if the TRA is terminated early in accordance with its terms, the Company’s payment obligations would be accelerated based upon certain assumptions, including the assumption that the Company would have sufficient future taxable income to utilize such tax benefits, and may substantially exceed the actual benefits, if any, the Company realizes in respect of the tax attributes subject to the TRA.

12.    Loss Per Share

Basic loss per share is calculated by dividing net loss attributable to Red Rock by the weighted-average number of shares of Class A common stock outstanding during the period. The calculation of diluted earnings or loss per share gives effect to all potentially dilutive shares, including shares issuable pursuant to outstanding stock options and nonvested restricted shares of Class A common stock, based on the application of the treasury stock method, and outstanding Class B common stock that is exchangeable, along with an equal number of LLC Units, for Class A common stock, based on the application of the if-converted method. For the three months ended March 31, 2021 and 2020, the Company incurred a net loss. As a result, all potentially dilutive securities have been excluded from the calculation of diluted loss per share because their inclusion would have been antidilutive.

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

	Three Months Ended March 31,
	2021		2020
Net loss	$	(106,563)	$	(177,800)
Less: net loss attributable to noncontrolling interests	41,785		25,601
Net loss attributable to Red Rock, basic and diluted	$	(64,778)	$	(152,199)

	Three Months Ended March 31,
	2021	2020
Weighted average shares of Class A common stock outstanding, basic and diluted	70,728	69,962

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

	Three Months Ended March 31,
	2021	2020
Shares of Class B common stock and LLC Units exchangeable for Class A shares	45,986	46,186
Stock options outstanding	7,408	7,222
Unvested restricted shares of Class A common stock outstanding	437	664

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

13.    Commitments and Contingencies

The Company and its subsidiaries are defendants in various lawsuits relating to routine matters incidental to their business. No assurance can be provided as to the outcome of any legal matters and litigation inherently involves significant risks. In the opinion of management, such litigation is not expected to have a material effect on the Company's financial condition, results of operations and cash flows.

14.    Segments

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

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Table of Contents

RED ROCK RESORTS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

have similar economic characteristics. The Company also aggregates its Native American management arrangements into one reportable segment.

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

	Three Months Ended March 31,
	2021		2020
Net revenues
Las Vegas operations:
Casino	$	259,938	$	208,267
Food and beverage	46,872		88,331
Room	21,944		40,076
Other (a)	13,842		19,694
Management fees	221		97
Las Vegas operations net revenues	342,817		356,465
Native American management:
Management fees	8,087		19,260
Reportable segment net revenues	350,904		375,725
Corporate and other	1,715		1,663
Net revenues	$	352,619	$	377,388
Net loss	$	(106,563)	$	(177,800)
Adjustments
Depreciation and amortization	54,255		58,534
Share-based compensation	2,741		4,053
Write-downs and other charges, net	260		8,807
Asset impairment	169,733		—
Interest expense, net	27,267		36,058
Loss on extinguishment/modification of debt, net	8,140		11,411
Change in fair value of derivative instruments	128		20,010
Provision for income tax	217		113,185
Other	471		42
Adjusted EBITDA (b)	$	156,649	$	74,300
Adjusted EBITDA
Las Vegas operations	$	160,680	$	68,485
Native American management	7,604		17,601
Reportable segment Adjusted EBITDA	168,284		86,086
Corporate and other	(11,635)		(11,786)
Adjusted EBITDA	$	156,649	$	74,300

_______________________________________________________________

(a)Includes tenant lease revenue of $2.7 million and $5.1 million for the three months ended March 31, 2021 and 2020, respectively. Revenue from tenant leases is accounted for under the lease accounting guidance and included in Other revenues in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Loss.

(b)Adjusted EBITDA includes net loss plus depreciation and amortization, share-based compensation, write-downs and other charges, net, asset impairment, interest expense, net, loss on extinguishment/modification of debt, net, change in fair value of derivative instruments, provision for income tax and other.

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Item 2.    

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of the financial condition and results of operations of Red Rock Resorts, Inc. (“we,” “our,” “us,” “Red Rock” or the “Company”) should be read in conjunction with our condensed consolidated financial statements and related notes (the “Condensed Consolidated Financial Statements”) included in Part I, Item 1 of this Quarterly Report on Form 10-Q, and with our audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2020.

Overview

Red Rock was formed as a Delaware corporation in 2015 to own an indirect equity interest in, and manage, Station Casinos LLC, a Nevada limited liability company (“Station LLC”). Station LLC is a gaming, development and management company established in 1976 that owns and operates ten major gaming and entertainment facilities and ten smaller casino properties (three of which are 50% owned) in the Las Vegas regional market. Four of our major properties had not reopened as of March 31, 2021, as discussed within Impact of COVID-19 below. A subsidiary of Station LLC also managed Graton Resort in northern California on behalf of a Native American tribe through February 5, 2021.

We own all of the outstanding voting interests in Station LLC and have an indirect equity interest in Station LLC through our ownership of limited liability company interests in Station Holdco LLC (“Station Holdco,” and such interests, “LLC Units”), which owns all of the economic interests in Station LLC. At March 31, 2021, we held 61% of the economic interests and 100% of the voting power in Station Holdco, subject to certain limited exceptions, and we are designated as the sole managing member of both Station Holdco and Station LLC. We control and operate all of the business and affairs of Station Holdco and Station LLC, and conduct all of our operations through these entities. Our only material assets are our ownership interests in Station LLC and Station Holdco, other than tax-related assets and liabilities.

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

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

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

Impact of COVID-19

During 2020, our business was significantly negatively impacted by the COVID-19 pandemic, including the temporary closure of all of our properties from March 17, 2020 through June 3, 2020 in compliance with a statewide emergency order mandating the closure of all nonessential businesses in Nevada, including casinos. Due to the effects of the ongoing pandemic, we continued to operate under state-mandated operational restrictions in the first quarter of 2021, including an occupancy limit 50% (excluding hotel rooms) as of March 31, 2021. On April 13, 2021, Nevada Governor Steve Sisolak announced a goal of reopening Nevada businesses at 100% capacity by June 1, 2021, although the statewide mask mandate will remain in effect. Capacity limits for Las Vegas-area businesses increased from 50% to 80% on May 1, 2021.

At March 31, 2021, our Texas Station, Fiesta Rancho, Fiesta Henderson and Palms properties had not reopened. We will continue to assess the performance of the reopened properties, as well as the recovery of the Las Vegas market and the economy as a whole, before considering whether to reopen some or all of the remaining properties, and we have no plans to reopen any of these properties in 2021. On May 3, 2021, we entered into an agreement to sell Palms Casino Resort (“Palms”) for $650 million. See Note 2 to the Condensed Consolidated Financial Statements for additional information.

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

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

The United States economy and the economy in the Las Vegas metropolitan area have been negatively affected by the unprecedented impacts of COVID-19. A significant portion of our business is dependent upon customers who live and/or work in the Las Vegas metropolitan area. In February 2021, the unemployment rate in the Las Vegas metropolitan area was 9.3%, down from a high of 34% in April 2020. Statewide, the unemployment rate declined to 8.1% in March 2021, as compared to 30% in April 2020. Despite the economic impacts of the COVID-19 pandemic, the median price of an existing single-family home in Las Vegas was up 14% for March 2021 as compared to the prior year. This continues a trend of significant improvement in home values in Las Vegas since 2012, with the median home price reaching another all-time high of $363,000 in March 2021 according to the Las Vegas Realtors®. In addition, Las Vegas remains one of the fastest growing metropolitan areas in the United States, posting a 1.5% growth rate in 2020. Due to uncertainties surrounding the ongoing pandemic, we cannot predict whether the recovery in unemployment and the positive trends in housing prices and population growth in the Las Vegas area will continue.

As a result of the pandemic, related operational restrictions, the temporary closure of all of our properties and the ongoing closure of four of our properties, our operating results for the three months ended March 31, 2021 and those of the prior year period are not comparable.

Key Performance Indicators

We use certain key indicators to measure our performance.

Gaming revenue measures:

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

•Win represents the amount of wagers retained by us.

•Hold represents win as a percentage of slot handle or table game drop.

As our customers are primarily Las Vegas residents, our hold percentages are generally consistent from period to period. Notwithstanding the impact of the COVID-19 pandemic, fluctuations in our casino revenue are primarily due to the volume and spending levels of customers at our properties.

Food and beverage revenue measures:

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

•Number of guests served is an indicator of volume.

Room revenue measures:

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

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

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

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Results of Operations

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

	Three Months Ended March 31,						Percent change
	2021			2020
Net revenues	$	352,619		$	377,388		(6.6)	%
Operating (loss) income	(71,153)			2,706			n/m
Casino revenues	259,938			208,267			24.8	%
Casino expenses	63,116			83,275			(24.2)	%
Margin	75.7		%	60.0		%
Food and beverage revenues	46,872			88,331			(46.9)	%
Food and beverage expenses	41,057			92,486			(55.6)	%
Margin	12.4		%	(4.7)		%
Room revenues	21,944			40,076			(45.2)	%
Room expenses	11,091			20,673			(46.4)	%
Margin	49.5		%	48.4		%
Other revenues	15,557			21,357			(27.2)	%
Other expenses	5,350			9,634			(44.5)	%
Management fee revenue	8,308			19,357			(57.1)	%
Selling, general and administrative expenses	78,910			101,273			(22.1)	%
Percent of net revenues	22.4		%	26.8		%
Depreciation and amortization	54,255			58,534			(7.3)	%
Write-downs and other charges, net	260			8,807			n/m
Asset impairment	169,733			—			n/m
Interest expense, net	(27,267)			(36,058)			(24.4)	%
Loss on extinguishment/modification of debt, net	(8,140)			(11,411)			n/m
Change in fair value of derivative instruments	(128)			(20,010)			n/m
Provision for income tax	(217)			(113,185)			n/m
Net loss attributable to noncontrolling interests	(41,785)			(25,601)			n/m
Net loss attributable to Red Rock	(64,778)			(152,199)			n/m

_______________________________________________________________

n/m = Not meaningful

We view each of our Las Vegas casino properties as an individual operating segment. We aggregate all of our Las Vegas operating segments into one reportable segment because all of our Las Vegas properties offer similar products, cater to the same customer base, have the same regulatory and tax structure, share the same marketing programs, are directed by a centralized management structure and have similar economic characteristics. We also aggregate our Native American management arrangements into one reportable segment. The results of operations for our Native American management

24

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

Net Revenues. Net revenues for the three months ended March 31, 2021 decreased by $24.8 million as compared to the prior year period, primarily due to a $65.4 million decrease in non-gaming revenue from our Las Vegas operations and an $11 million decrease in management fee revenue, which was partially offset by a $51.7 million increase in revenues from our casino operations. Our revenues continue to reflect the impact of the ongoing COVID-19 pandemic, the related state-mandated occupancy, social distancing and other restrictions in place at our reopened properties, as well as the impact of the ongoing closure of four of our properties.

Operating (Loss) Income. For the three months ended March 31, 2021, we had an operating loss of $71.2 million as compared to operating income of $2.7 million for the prior year period. The year-over-year decrease for the three months ended March 31, 2021 was primarily due to a $169.7 million asset impairment charge associated with net assets of Palms that are expected to be sold within the next twelve months. The decrease was partially offset by the impact of cost reduction measures we instituted in March 2020 in response to the COVID-19 pandemic, as well as the change in the mix of gaming and non-gaming revenues. We also recognized additional payroll and related costs in the prior year period upon the temporary closure of our properties as a result of our commitment as of March 31, 2020 to provide regular pay and health benefits to all of our full-time team members through April 30, 2020. Additional information about factors impacting our operating (loss) income is discussed below.

Casino.  For the three months ended March 31, 2021, casino revenue increased by 24.8% and casino expenses decreased by 24.2%, each as compared to the prior year period, reflecting higher revenue across all categories of casino revenue, primarily slots and race and sports book, despite the ongoing closure of four of our properties. Slot handle increased by 7.3%, table games drop decreased by 8.5% and race and sports write increased by 47.3% for the three months ended March 31, 2021 as compared to the prior year period. Casino expenses decreased as a result of cost reduction measures at our reopened properties and the ongoing closure of the four properties, as well as the impact of additional payroll and related costs during the prior year period.

Food and Beverage.  Food and beverage includes revenue and expenses from restaurants, bars and catering at all of our Las Vegas properties. For the three months ended March 31, 2021, food and beverage revenue decreased by 46.9% and food and beverage expenses decreased by 55.6%, each as compared to the prior year period, primarily due to the impact of the four closed properties and the closure of all our buffets, as well as the impact of COVID-19-related operating restrictions. Food and beverage expense decreased as compared to the prior year period due to cost reduction measures and the ongoing closure of the four properties, as well as the impact of additional payroll and related costs during the prior year period.

Room.  Information about our hotel operations is presented below:

	Three Months Ended March 31,
	2021			2020
Occupancy	60.1		%	82.7		%
Average daily rate	$	117.07		$	132.52
Revenue per available room	$	70.35		$	109.55

For the three months ended March 31, 2021, room revenues decreased by 45.2% and room expenses decreased by 46.4% as compared to the prior period. The decrease in revenues for the period was due to reduced occupancy and average daily rate as a result of decreased travel amid the COVID-19 pandemic and the impact of the ongoing closure of four of our properties. The decrease in room expenses for the period was commensurate with the decrease in revenues and reflects the ongoing closure of the four properties, our cost reduction measures and the impact of additional payroll and related costs during the prior year period.

Other.  Other primarily represents revenues from tenant leases, retail outlets, bowling, spas, entertainment and other, and their corresponding expenses. For the three months ended March 31, 2021, other revenues decreased by 27.2% and other expenses decreased by 44.5% as compared to the prior year period, primarily due to the ongoing closure of the four properties, a reduction in non-gaming amenities offered at our reopened properties, such as movie theaters, and lower revenues from amenities that were operating.

Management Fee Revenue.  Management fee revenue primarily represents fees earned from our agreements with a Native American tribe to manage Graton Resort. For the three months ended March 31, 2021, management fee revenue

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decreased by 57.1% as compared to the prior year period due to the termination of the management agreement on February 5, 2021. The Graton Resort management agreement was originally expected to expire in November 2020 but was extended as a result of the pandemic through February 5, 2021, when the tribe terminated our management role at the facility. Whether the management agreement provides for an additional extension beyond that date is in dispute.

Selling, General and Administrative (“SG&A”). For the three months ended March 31, 2021, SG&A expenses decreased by $22.4 million as compared to the prior year period, primarily due to the ongoing closure of the four properties and various cost reduction initiatives, including employee costs, as well as additional payroll and related costs in the prior year period.

Depreciation and Amortization.  For the three months ended March 31, 2021, depreciation and amortization expense decreased by 7.3% as compared to the prior year period. Depreciation expense decreased primarily due to certain assets becoming fully depreciated. Amortization expense decreased due to the conclusion of the amortization of the intangible asset related to the Graton Resort management agreement in the fourth quarter of 2020.

Write-downs and Other Charges, net. Write-downs and other charges, net include asset disposals, severance, preopening and redevelopment, business innovation and technology enhancements and non-routine expenses. For the three months ended March 31, 2021, write-downs and other charges, net totaled $0.3 million. For the three months ended March 31, 2020, write-downs and other charges, net totaled $8.8 million, which included net losses on asset disposals, contract termination costs and other expenses related to various technology projects, as well as severance.

Asset Impairment. For the three months ended March 31, 2021, we recorded an asset impairment charge of $169.7 million to reduce the carrying amount of the net assets of Palms to their estimated fair value less cost to sell as a result of entering into a purchase agreement to sell the assets at a price less than their aggregate carrying amount. See Note 2 to the Condensed Consolidated Financial Statements for additional information.

Interest Expense, net.  Interest expense, net decreased to $27.3 million for the three months ended March 31, 2021 as compared to $36.1 million for the same period in 2020. The decrease in interest expense was primarily due to lower variable interest rates on our credit facility, mainly due to a decrease in LIBOR, as well as lower outstanding indebtedness. Interest rates have remained very low since March 2020 in response to economic and growth uncertainty surrounding the COVID-19 pandemic. Additional information about long-term debt is included in Note 6 to the Condensed Consolidated Financial Statements.

Loss on Extinguishment/Modification of Debt, net. For the three months ended March 31, 2021, we recognized a loss of $8.1 million as a result of the partial redemption of the 5.00% Senior Notes. See Note 6 for additional information. For the three months ended March 31, 2020, we recognized a $11.4 million loss on extinguishment/modification of debt, net, primarily resulting from an amendment to the credit facility in February 2020.

Change in Fair Value of Derivative Instruments. During the three months ended March 31, 2021, we recognized a net loss of $0.1 million in the fair value of our interest rate swaps, as compared to a net loss of $20.0 million for the prior year period. While fair values remained relatively flat in the current period, the loss in the prior period was primarily due to downward movements in the forward interest rate curve. Our two remaining swaps are set to expire in July 2021.

Provision for Income Tax. For the three months ended March 31, 2021, we recognized income tax expense of $0.2 million. Station Holdco is treated as a partnership for income tax reporting purposes and Station Holdco’s members are liable for federal, state and local income taxes based on their share of Station Holdco’s taxable income. We are not liable for income tax on the noncontrolling interests’ share of Station Holdco’s taxable income nor benefit from a taxable loss. Due to these factors, our effective tax rate of (0.2)% for the three months ended March 31, 2021 was less than the statutory rate. We recognized income tax expense of $113.2 million for the three months ended March 31, 2020, primarily related to the establishment of a full valuation allowance on our deferred tax assets due to the uncertainty of realizing the tax benefits.

Net Loss Attributable to Noncontrolling Interests. Net loss attributable to noncontrolling interests for the three months ended March 31, 2021 and 2020 represented the portion of net loss attributable to the ownership interest in Station Holdco not held by us.

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Adjusted EBITDA

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

	Three Months Ended March 31,
	2021		2020
Net revenues
Las Vegas operations	$	342,817	$	356,465
Native American management	8,087		19,260
Reportable segment net revenues	350,904		375,725
Corporate and other	1,715		1,663
Net revenues	$	352,619	$	377,388
Net loss	$	(106,563)	$	(177,800)
Adjustments
Depreciation and amortization	54,255		58,534
Share-based compensation	2,741		4,053
Write-downs and other charges, net	260		8,807
Asset impairment	169,733		—
Interest expense, net	27,267		36,058
Loss on extinguishment/modification of debt, net	8,140		11,411
Change in fair value of derivative instruments	128		20,010
Provision for income tax	217		113,185
Other	471		42
Adjusted EBITDA	$	156,649	$	74,300
Adjusted EBITDA
Las Vegas operations	$	160,680	$	68,485
Native American management	7,604		17,601
Corporate and other	(11,635)		(11,786)
Adjusted EBITDA	$	156,649	$	74,300

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

Adjusted EBITDA is a non-GAAP measure that is presented solely as a supplemental disclosure. We believe that Adjusted EBITDA is a widely used measure of operating performance in our industry and is a principal basis for valuation of gaming companies. We believe that in addition to net loss, Adjusted EBITDA is a useful financial performance measurement for assessing our operating performance because it provides information about the performance of our ongoing core operations. Adjusted EBITDA includes net loss plus depreciation and amortization, share-based compensation, write-downs and other charges, net, asset impairment, interest expense, net, loss on extinguishment/modification of debt, net, change in fair value of derivative instruments, provision for income tax and other.

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

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Holding Company Financial Information

The indentures governing the 5.00% Senior Notes and 4.50% Senior Notes contain certain covenants that require Station LLC to furnish to the holders of the notes certain annual and quarterly financial information relating to Station LLC and its subsidiaries. The obligation to furnish such information may be satisfied by providing consolidated financial information of the Company along with additional disclosure explaining the differences between such information and the financial information of Station LLC and its subsidiaries on a standalone basis. The following financial information about the Company and its consolidated subsidiaries, exclusive of Station LLC and its subsidiaries (the “Holding Company”), is furnished to explain the differences between the financial information of the Holding Company and the financial information of Station LLC and its subsidiaries for the periods presented in this report. The primary differences between the financial information of the Holding Company and that of Station LLC relate to income taxes of the Holding Company and the liability relating to the tax receivable agreement (“TRA”).

At March 31, 2021, the difference between the balance sheet for Station LLC and its consolidated subsidiaries and the balance sheet for the Holding Company is that the Holding Company had liabilities that are solely the Holding Company’s, consisting of a $28.0 million noncurrent liability under the TRA and $0.7 million of other current liabilities. At December 31, 2020, the Holding Company had a $27.4 million noncurrent liability under the TRA and $0.6 million of other net current liabilities.

For the three months ended March 31, 2021, the Holding Company recognized a net loss of $0.2 million representing provision for income tax. For the three months ended March 31, 2020, the Holding Company recognized a net loss of $113.2 million, primarily representing provision for income tax to establish a full valuation allowance against its deferred tax assets.

Liquidity and Capital Resources

The following liquidity and capital resources discussion contains certain forward-looking statements with respect to our business, financial condition, results of operations, dispositions, acquisitions, investments and subsidiaries, which involve risks and uncertainties that cannot be predicted or quantified, and consequently, actual results may differ materially from those expressed or implied herein. Such risks and uncertainties include, but are not limited to, the risks described in Item 1A—Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2020.

At March 31, 2021, we had $117.9 million in cash and cash equivalents. Station LLC maintains its borrowing availability under its revolving credit facility, subject to continued compliance with the terms of the credit facility. At March 31, 2021, Station LLC’s borrowing availability was $826.7 million, which was net of $175.0 million in outstanding borrowings and $29.4 million in outstanding letters of credit and similar obligations.

Our primary capital requirements for the near term are expected to be related to the operation and maintenance of our properties and debt service payments. Our anticipated uses of cash for the remainder of 2021 include required principal and interest payments on Station LLC’s indebtedness totaling $19.4 million and $69.4 million, respectively, and approximately $77.0 million to $87.0 million for maintenance and investment capital expenditures. In addition, we anticipate making additional cash distributions, which we refer to as “tax distributions” to the holders of LLC Units. We anticipate that these tax distributions will be made quarterly and in amounts that may vary from quarter to quarter. Other payment obligations include salaries, wages and employee benefits, service contracts, property taxes, insurance and other obligations. In May 2020, we suspended the payment of dividends until further notice.

In February 2019, our board of directors approved an equity repurchase program authorizing the repurchase of up to an aggregate of $150 million of our Class A common stock. In February 2021, our board of directors approved an extension of the equity repurchase program through December 31, 2022. We are not obligated to repurchase any shares under the program. Subject to applicable laws and the provisions of any agreements restricting our ability to do so, repurchases may be made at our discretion from time to time through open market purchases, negotiated transactions or tender offers, depending on market conditions and other factors. During the three months ended March 31, 2021, we repurchased 382,602 shares of our Class A common stock in open market transactions at a weighted-average price of $29.39 per share, and we have $135.9 million of remaining repurchases authorized under the program. From time to time, we may also seek to repurchase our outstanding indebtedness. Any such purchases may be funded by existing cash balances or the incurrence of debt, including borrowings under our credit facility. The amount and timing of any repurchase will be based on business and market conditions, capital availability, compliance with debt covenants and other considerations.

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

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for the next twelve months. We regularly assess our projected capital requirements for capital expenditures, repayment of debt obligations, and payment of other general corporate and operational needs. In the long term, we expect that we will fund our capital requirements with a combination of cash generated from operations, borrowings under the credit facility and the issuance of debt or equity as market conditions may permit. However, our cash flow and ability to obtain debt or equity financing on terms that are satisfactory to us, or at all, may be affected by a variety of factors, including competition, general economic and business conditions and financial markets, all of which may be adversely impacted by the ongoing COVID-19 pandemic. As a result, we cannot provide any assurance that we will generate sufficient income and liquidity to meet all of our liquidity requirements or other obligations.

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

	Three Months Ended March 31,
	2021		2020
Net cash provided by (used in):
Operating activities	$	119,760	$	47,884
Investing activities	(16,252)		(31,288)
Financing activities	(106,629)		945,729

Cash Flows from Operations

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

For the three months ended March 31, 2021, net cash provided by operating activities was $119.8 million as compared to $47.9 million for the prior year period. For the current year period, an increase in gaming revenues, favorable customer trends and cost reduction measures implemented in the second quarter of 2020 continue to drive strong operating results, despite a decrease in non-gaming revenues and ongoing negative effects of the COVID-19 pandemic, including state-mandated occupancy and social distancing restrictions, as well as reduced consumer confidence, discretionary spending and travel. For the three months ended March 31, 2020, operating cash flows were negatively impacted by the onset of the pandemic, including the mandatory temporary closure of all of our properties from March 17, 2020 through June 3, 2020.

Cash Flows from Investing Activities

For the three months ended March 31, 2021 and 2020, cash paid for capital expenditures totaled $8.0 million and $30.8 million, respectively.

Cash Flows from Financing Activities

During the three months ended March 31, 2021, we incurred net borrowings under the revolving credit facility of $175.0 million, which were used, along with cash on hand, to redeem $250.0 million in outstanding principal amount of the 5.00% Senior Notes and to pay a redemption premium of $6.3 million. In addition, during the three months ended March 31, 2021, we paid $11.2 million to repurchase 382,602 shares of our Class A common stock pursuant to our equity repurchase program. We also paid cash tax distributions of $7.6 million to noncontrolling interest holders of Station Holdco during the period and $2.8 million to a noncontrolling interest holder unaffiliated with Red Rock who exchanged 100,000 Class B shares and LLC Units for cash.

In February 2020, we issued $750.0 million in principal amount of 4.50% Senior Notes, the proceeds of which were used to repay $330.8 million of outstanding borrowings under our term loans and all of the outstanding borrowings under our revolving credit facility. We subsequently drew $997.5 million under our revolving credit facility in March 2020 to secure our liquidity position and preserve financial flexibility in response to the onset of the COVID-19 pandemic. During the three months ended March 31, 2020, we also paid $7.1 million in dividends to Class A common shareholders and $4.6 million in cash distributions to the noncontrolling interest holders of Station Holdco, as well as $19.4 million in fees and costs related to the February 2020 amendment of the credit facility and the issuance of the 4.50% Senior Notes.

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Restrictive Covenants

The agreements governing our credit facility and the indentures governing our senior notes impose significant operating and financial restrictions on us, including certain limitations on our and our subsidiaries’ ability to, among other things, obtain additional debt or equity financing due to applicable financial and restrictive covenants in our debt agreements. In addition, our credit agreement contains certain financial covenants, including maintenance of a minimum interest coverage ratio and adherence to a maximum total leverage ratio. During the three months ended March 31, 2021, there were no changes made to the covenants included in the credit facility or the indentures governing the senior notes as described in Financial Condition, Capital Resources and Liquidity in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2020. We believe that as of March 31, 2021, Station LLC was in compliance with the covenants contained in the credit facility and the indentures governing the senior notes. However, the ongoing impacts of the COVID-19 pandemic on our business, operations and results of operations may negatively impact our ability to remain in compliance with such covenants.

As a result of these covenants and restrictions, we are limited in how we conduct our business and we may be unable to raise additional debt or equity financing to provide liquidity if the COVID-19 pandemic, measures implemented to curtail its spread, changes in the economy, discretionary spending and consumer confidence have a protracted negative effect on our business. In addition, such covenants and restrictions may limit our ability to compete effectively or to take advantage of new business opportunities. Further, our ability to comply with covenants and restrictions contained in the agreements governing our indebtedness may be adversely affected by general economic conditions and industry conditions resulting from COVID-19 related preventative or protective actions.

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

Off-Balance Sheet Arrangements

At March 31, 2021, we had no variable interests in unconsolidated entities that provide off-balance sheet financing, liquidity, market risk or credit risk support, or that engage in leasing, hedging or research and development arrangements with us, nor did we have retained or contingent interests in assets transferred to an unconsolidated entity. Our derivative instruments comprise interest rate swaps as described in Note 7 to the Condensed Consolidated Financial Statements. At March 31, 2021, we had outstanding letters of credit and similar obligations totaling $29.4 million.

Native American Development

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

Regulation and Taxes

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

The gaming industry represents a significant source of tax revenue, particularly to the State of Nevada and its counties and municipalities. From time to time, various state and federal legislators and officials have proposed changes in tax law, or in the administration of such law, affecting the gaming industry. The Nevada legislature meets every two years for 120 days and when special sessions are called by the Governor. The current legislative session began on February 1, 2021. There are currently no specific legislative proposals to increase taxes on gaming revenue, but there are no assurances that an increase in taxes on gaming or other revenue will not be proposed and passed by the Nevada legislature in the future.

Description of Certain Indebtedness

A description of our indebtedness is included in Note 7 to the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020 and Note 6 to the Condensed Consolidated Financial Statements. Other than the partial redemption of our 5.00% Senior Notes as described therein, there were no material changes to the terms of our indebtedness during the three months ended March 31, 2021.

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Derivative and Hedging Activities

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

Critical Accounting Policies and Estimates

A description of our critical accounting policies and estimates is included in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2020. There were no material changes to our critical accounting policies and estimates during the three months ended March 31, 2021.

Forward-looking Statements

The outbreak of COVID-19 resulted in the closure of all of our casino properties and all other casino properties located in Nevada from March 17, 2020 through June 3, 2020. We reopened the majority of our properties on June 4, 2020, but certain of our properties will remain closed until we determine when and if to reopen them based on our analysis of a number of factors, including the health of the economy as a whole, the health of the Las Vegas economy, customer demand, expense of operating the properties and restrictions on operations to implement social distancing and other health and safety protocols. The outbreak of COVID-19 and measures to implement social distancing have caused, and will likely continue to cause, widespread unemployment and significant disruptions in the United States economy generally and the Las Vegas economy in particular. In addition, we expect that our operations will continue to be negatively impacted by diminished consumer confidence and discretionary spending and by social distancing measures applicable to our gaming and entertainment venues.

When used in this report and elsewhere by management from time to time, the words “may,” “might,” “could,” “believes,” “anticipates,” “expects” and similar expressions are intended to identify forward-looking statements with respect to our financial condition, results of operations and our business including our expansions, development and acquisition projects, legal proceedings and employee matters. Certain important factors, including but not limited to, financial market risks, could cause our actual results to differ materially from those expressed in our forward-looking statements. Potential factors which could affect our financial condition, results of operations and business includes, without limitation, our ability to consummate the sale of Palms on the timeline and terms described herein; the extent and duration of the impact of the COVID-19 pandemic on the Company’s business, financial results and liquidity; the duration of the closure of the Company’s properties that we have not reopened; the impact and cost of new operating procedures implemented at our properties in response to the COVID-19 pandemic; the impact of actions that the Company has undertaken to reduce costs and improve efficiencies to mitigate losses as a result of the COVID-19 pandemic; the impact of the COVID-19 pandemic, and resulting unemployment and changes in general economic conditions on discretionary spending and consumer demand; the impact of our substantial indebtedness; the effects of local and national economic, credit and capital market conditions on consumer spending and the economy in general, and on the gaming and hotel industries in particular; the effects of competition, including locations of competitors and operating and market competition; changes in laws, including increased tax rates, regulations or accounting standards, third-party relations and approvals, and decisions of courts, regulators and governmental bodies (including the current government-mandated operational restrictions); risks associated with construction projects, including disruption of our operations, shortages of materials or labor, unexpected costs, unforeseen permitting or regulatory issues and weather; litigation outcomes and judicial actions, including gaming legislative action, referenda and taxation; acts of war or terrorist incidents, natural disasters or civil unrest; risks associated with the collection and retention of data about our customers, employees, suppliers and business partners; and other risks described in our filings with the Securities and Exchange Commission. All forward-looking statements are based on our current expectations and projections about future events. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date thereof. We undertake no obligation to publicly release any revisions to such forward-looking statements to reflect events or circumstances after the date hereof.

Item 3.    Quantitative and Qualitative Disclosures about Market Risk

Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices. There have been no material changes in our market risks from those disclosed in Part II, Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2020.

LIBOR is expected to be discontinued after 2021. The interest rate per annum applicable to loans under our credit facility is, at our option, either LIBOR plus a margin or a base rate plus a margin. The credit facility permits the administrative agent to approve a comparable or successor base rate in the event that LIBOR is discontinued, but there can be no assurances as to what the alternative base rate may be and whether such base rate will be more or less favorable than LIBOR or any other unforeseen impacts of the potential discontinuation of LIBOR. We intend to continue monitoring the developments with respect

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to the potential phasing out of LIBOR after 2021 and are working with our lenders to ensure the transition away from LIBOR will have minimal impact on our financial condition, but can provide no assurances regarding the impact of the discontinuation of LIBOR.

Item 4.    Controls and Procedures

The Company’s management conducted an evaluation, under the supervision and with the participation of the principal executive officer and principal financial officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of March 31, 2021. In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on this evaluation, the principal executive officer and principal financial officer concluded that, as of March 31, 2021, the Company’s disclosure controls and procedures were effective, at the reasonable assurance level, and are designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.

There was no change in the Company’s internal control over financial reporting during the Company’s most recently completed fiscal quarter that materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Part II.    Other Information

Item 1.    Legal Proceedings

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

Item 1A.    Risk Factors

There have been no material changes in the risk factors previously disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2020.

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

Issuer Purchases of Equity Securities

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

For the Month Ended	Total Number of Shares Purchased	Average Price Paid per Share (1)		Total Number of Shares Purchased as Part of a Publicly Announced Program (2)	Approximate Dollar Value That May Yet Be Purchased Under the Program
January 31, 2021	—	$	—	—	$	150,000,000
February 28, 2021	282,602	28.49		282,602	139,127,052
March 31, 2021	113,970	32.12		100,000	135,931,259
Totals	396,572	$	29.53	382,602

_______________________________________________________________

(1)    Excludes commissions.

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

Item 3.    Defaults Upon Senior Securities—None.

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Item 4.    Mine Safety Disclosures—None.

Item 5.    Other Information—None.

Item 6.    Exhibits

(a)Exhibits

No. 10.1—Form of Restricted Stock Award Agreement †

No. 10.2—Form of Non-Qualified Stock Option Award Agreement †

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

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

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

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

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

No. 101.SCH—XBRL Taxonomy Extension Schema Document

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

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

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

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

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

_______________________________________________________________

†    Management contract or compensatory plan or arrangement.

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SIGNATURE

    Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		RED ROCK RESORTS, INC., Registrant
Date:	May 10, 2021	/s/ STEPHEN L. COOTEY
		Stephen L. Cootey Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)

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EX-10.1

Exhibit 10.1

RESTRICTED STOCK AWARD AGREEMENT

RED ROCK RESORTS, INC.

2016 Equity Incentive Plan

This RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), is made as of [ ] (the “Grant Date”) between Red Rock Resorts, Inc., a Delaware corporation (the “Company”), and [ ] (the “Participant”), and is made pursuant to the terms of the Company’s 2016 Equity Incentive Plan (the “Plan”). Capitalized terms used herein but not defined shall have the meanings set forth in the Plan.

Section 1.Restricted Stock. The Company hereby issues to the Participant, as of the Date of Grant, [ ] Restricted Shares (the “Restricted Shares”), subject to such vesting, transfer and other restrictions and conditions as set forth in this Agreement (the “Award”).

Section 2.Vesting Requirements.

(a)Generally. Except as otherwise provided herein, 50% of the Restricted Shares shall vest and become non-forfeitable on each of the third and fourth anniversaries of [ ] (each, a “Vesting Date”), subject to the Participant’s continuous service or employment with the Company and its Affiliates (“Service”) from the Grant Date through the applicable Vesting Date.

(b)Termination of Service. Subject to Section 12 of the Plan, upon the occurrence of a termination of the Participant’s Service for any reason (other than the death or Disability of the Participant), all outstanding and unvested Restricted Shares shall immediately be forfeited and cancelled, and the Participant shall not be entitled to any compensation or other amount with respect thereto. Subject to Section 12 of the Plan, upon the occurrence of a termination of the Participant’s Service due to the death or Disability of the Participant, all outstanding and unvested Restricted Shares, together with the unvested portion of any other restricted stock award previously granted to the Participant under the Plan that is outstanding as of the date of such death or Disability, shall immediately vest. Notwithstanding anything to the contrary herein, upon a termination of the Participant’s Service for Cause, all unvested Restricted Shares shall immediately be forfeited and cancelled, and the Participant shall not be entitled to any compensation or other amount with respect thereto.

Section 3.Settlement. Subject to the terms of this Agreement and the Plan, on the date that any Restricted Shares vest and became non-forfeitable pursuant to Section 2 hereof, the restrictions thereon shall immediately lapse.

Section 4.Restrictions on Transfer. No Restricted Shares (nor any interest therein) may be sold, assigned, alienated, pledged, attached or otherwise transferred or encumbered by the Participant otherwise than by will or by the laws of descent and distribution, and any such purported sale, assignment, alienation, pledge, attachment, transfer or encumbrance shall be void and unenforceable against the Company or any Affiliate; providedthat the designation of a beneficiary shall not constitute a sale, assignment, alienation, pledge, attachment, transfer or encumbrance. Notwithstanding the foregoing, at the discretion of the Committee, Restricted Shares may be transferred by the Participant solely to the Participant’s spouse, siblings, parents, children and grandchildren or trusts for the benefit of such persons or partnerships, corporations, limited liability companies or other entities owned solely by such persons, including, but not limited to, trusts for such persons.

Section 5.Investment Representation. Upon acquisition of the Restricted Shares at a time when there is not in effect a registration statement under the Securities Act of 1933, as amended (the “Securities Act”) relating to the Shares, the Participant hereby represents and warrants, and by virtue of such acquisition shall be deemed to represent and warrant, to the Company that the Shares shall be acquired for investment and not with a view to the distribution thereof, and not with any present intention of distributing the same, and the Participant shall provide the Company with such further representations and warranties as the Company may require in order to ensure compliance with applicable federal and state securities, blue sky and other laws. No Shares shall be acquired unless and until the Company and/or the Participant shall have complied with all applicable federal or state registration, listing and/or qualification requirements and all other requirements of law or of any regulatory agencies

having jurisdiction, unless the Committee has received evidence satisfactory to it that the Participant may acquire such shares pursuant to an exemption from registration under the applicable securities laws. Any determination in this connection by the Committee shall be final, binding and conclusive. The Company reserves the right to legend any certificate or book entry representation of the Shares, conditioning sales of such shares upon compliance with applicable federal and state securities laws and regulations.

Section 6.Securities Laws/Legend on Certificates. The issuance and delivery of certificates representing vested Restricted Shares shall comply with all applicable requirements of law, including without limitation the Securities Act, the rules and regulations promulgated thereunder, state securities laws and regulations, and the regulations of any stock exchange or other securities market on which the Company’s securities may then be traded. If the Company deems it necessary to ensure that the issuance of securities under the Plan is not required to be registered under any applicable securities laws, each Participant to whom such security would be issued shall deliver to the Company an agreement or certificate containing such representations, warranties and covenants as the Company which satisfies such requirements. The certificates representing the vested Restricted Shares shall be subject to such stop transfer orders and other restrictions as the Committee may deem reasonably advisable, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

Section 7.Adjustments. The Award granted hereunder shall be subject to the adjustment as provided in Section 4(b) of the Plan.

Section 8.Section 83(b). The Participant may make an election under Section 83(b) of the Code with respect to the Restricted Shares and filing a copy of such election with the Company within 30 days of the Grant Date. If the Participant makes such an election, the grant of Restricted Shares shall be conditioned upon the prompt payment by the Participant to the Company of an amount equal to the applicable federal, state and local income taxes and other amounts required to be withheld in connection with such election. The Participant is advised to consult with the Participant’s own tax advisors regarding the purchase and holding of the Restricted Shares, and the Company shall bear no liability for any consequence of the Participant making and 83(b) election or failing to make an 83(b) election.

Section 9.No Right of Continued Service. Nothing in the Plan or this Agreement shall confer upon the Participant any right to continued Service.

Section 10.Tax Withholding. This Agreement and the Award shall be subject to tax and/or other withholding in accordance with Section 16(e) of the Plan.

Section 11.Rights as a Stockholder; Dividends. The Participant shall have the privileges of a stockholder of the Company with respect to the Restricted Shares, including without limitation any right to vote any Restricted Shares and to receive dividends or other distributions in respect thereof; provided that any such dividends or other distributions shall be paid only on a deferred basis, to the extent that the underlying Restricted Shares vest.

Section 12.Clawback. The Award will be subject to recoupment in accordance with any existing clawback policy or clawback policy that the Company adopts or is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. The implementation of any clawback policy will not be deemed a triggering event for purposes of any definition of “good reason” for resignation or “constructive termination.”

Section 13.Amendment and Termination. Subject to the terms of the Plan, any amendment to this Agreement shall be in writing and signed by the parties hereto. Notwithstanding the immediately-preceding sentence, subject to the terms of the Plan, the Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, this Agreement and/or the Award; provided that, subject to the terms of the Plan, any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially impair the rights of the Participant or any holder or beneficiary of the Award shall not be effective without the written consent of the Participant, holder or beneficiary.

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Section 14.Construction. The Award granted hereunder is granted by the Company pursuant to the Plan and is in all respects subject to the terms and conditions of the Plan. The Participant hereby acknowledges that a copy of the Plan has been delivered to the Participant and accepts the Award hereunder subject to all terms and provisions of the Plan, which are incorporated herein by reference. In the event of a conflict or ambiguity between any term or provision contained herein and a term or provision of the Plan, the Plan will govern and prevail. The construction of and decisions under the Plan and this Agreement are vested in the Committee, whose determinations shall be final, conclusive and binding upon the Participant.

Section 15.Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Delaware, without giving effect to the choice of law principles thereof.

Section 16.Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

Section 17.Binding Effect. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns.

Section 18.Entire Agreement. This Agreement and the Plan constitute the entire agreement between the parties with respect to the subject matter hereof and thereof, merging any and all prior agreements.

[SIGNATURES ON FOLLOWING PAGE]

3

IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the Grant Date.

RED ROCK RESORTS, INC.

By:     

Name:     

Title:     

Signature Page to Restricted Stock Award Agreement

PARTICIPANT:

Participant’s Signature             Date

Name:    

Address:    

Signature Page to Restricted Stock Award Agreement

EX-10.2

Exhibit 10.2

NON-QUALIFIED STOCK OPTION AWARD AGREEMENT

RED ROCK RESORTS, INC.

2016 Equity Incentive Plan

This NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), is made as of [ ] (the “Grant Date”) between Red Rock Resorts, Inc., a Delaware corporation (the “Company”), and [ ] (the “Participant”), and is made pursuant to the terms of the Company’s 2016 Equity Incentive Plan (the “Plan”). Capitalized terms used herein but not defined shall have the meanings set forth in the Plan.

Section 1.Option. The Company hereby grants to the Participant, as of the Date of Grant, the right and option (this “Option”) to purchase [ ] Shares, at a price per Share equal to $[ ] (the “Exercise Price”), subject to such vesting, transfer and other restrictions and conditions as set forth in this Agreement (the “Award”). This Option is not intended to qualify as an Incentive Stock Option.

Section 2.Vesting Requirements.

(a)Generally. Except as otherwise provided herein, 33 1/3% of this Option shall vest and become exercisable on the second, third, and fourth anniversaries of [ ] (each, a “Vesting Date”), subject to the Participant’s continuous service or employment with the Company and its Affiliates (“Service”) from the Grant Date through the applicable Vesting Date.

(b)Termination of Service. Subject to Section 12 of the Plan, upon the occurrence of a termination of the Participant’s Service for any reason (other than the death or Disability of the Participant), the unvested portion of this Option shall immediately be forfeited and cancelled, and the Participant shall not be entitled to any compensation or other amount with respect thereto. Subject to Section 12 of the Plan, upon the occurrence of a termination of the Participant’s Service due to the death or Disability of the Participant, the unvested portion of this Option, together with the unvested portion of any other options previously granted to the Participant under the Plan that are outstanding as of the date of such death or Disability, shall immediately vest.

Section 3.Term. This Option shall terminate upon the earliest to occur of the following:

(a)Expiration. This Option shall terminate immediately upon the seventh anniversary of the Grant Date (the “Expiration Date”).

(b)Death; Disability. If the Participant’s Service is terminated due to the Participant’s death or Disability, then the vested portion of this Option (including any portion of this Option or any option previously granted to Participant under the Plan that, in either case, vested under Section 2(b) above as a result of the Participant’s death or Disability) shall remain exercisable until the Expiration Date (at which time this Option shall be cancelled).

(c)Involuntary Termination. In the event of an Involuntary Termination of the Participant’s Service, the vested portion of this Option shall remain exercisable until the later of 90 days following such termination and the end of the first open trading period following such termination (at which time this Option shall be cancelled), but in no event later than the Expiration Date.

(d)Cause. If the Participant’s Service is terminated for Cause, then this Option (both the vested and unvested portions) shall be cancelled immediately upon the occurrence of such termination.

(e)Other Terminations of Service. If the Participant’s Service is terminated in a manner that is not otherwise specified in this Section 3, then the vested portion of this Option shall remain exercisable until the later of 30 days following such termination and the end of the first open trading period following such termination (at which time this Option shall be cancelled), but in no event later than the Expiration Date.

Section 4.Exercise. Subject to the terms of this Agreement and the Plan, the vested portion of this Option may be exercised, in whole or in part, in cash or in any other form of legal consideration that may be acceptable to the Committee in accordance with the terms of the Plan.

Section 5.Restrictions on Transfer. No portion of this Option (nor any interest therein) may be sold, assigned, alienated, pledged, attached or otherwise transferred or encumbered by the Participant otherwise than by will or by the laws of descent and distribution, and any such purported sale, assignment, alienation, pledge, attachment, transfer or encumbrance shall be void and unenforceable against the Company or any Affiliate; providedthat the designation of a beneficiary shall not constitute a sale, assignment, alienation, pledge, attachment, transfer or encumbrance. Notwithstanding the foregoing, at the discretion of the Committee, this Option may be transferred by the Participant solely to the Participant’s spouse, siblings, parents, children and grandchildren or trusts for the benefit of such persons or partnerships, corporations, limited liability companies or other entities owned solely by such persons, including, but not limited to, trusts for such persons.

Section 6.Investment Representation. Upon acquisition of Shares pursuant to this Option at a time when there is not in effect a registration statement under the Securities Act of 1933, as amended (the “Securities Act”) relating to the Shares, the Participant hereby represents and warrants, and by virtue of such acquisition shall be deemed to represent and warrant, to the Company that the Shares shall be acquired for investment and not with a view to the distribution thereof, and not with any present intention of distributing the same, and the Participant shall provide the Company with such further representations and warranties as the Company may require in order to ensure compliance with applicable federal and state securities, blue sky and other laws. No Shares shall be acquired unless and until the Company and/or the Participant shall have complied with all applicable federal or state registration, listing and/or qualification requirements and all other requirements of law or of any regulatory agencies having jurisdiction, unless the Committee has received evidence satisfactory to it that the Participant may acquire such shares pursuant to an exemption from registration under the applicable securities laws. Any determination in this connection by the Committee shall be final, binding and conclusive. The Company reserves the right to legend any certificate or book entry representation of the Shares, conditioning sales of such shares upon compliance with applicable federal and state securities laws and regulations.

Section 7.Securities Laws/Legend on Certificates. The issuance and delivery of certificates representing Shares acquired pursuant to this Option shall comply with all applicable requirements of law, including without limitation the Securities Act, the rules and regulations promulgated thereunder, state securities laws and regulations, and the regulations of any stock exchange or other securities market on which the Company’s securities may then be traded. If the Company deems it necessary to ensure that the issuance of securities under the Plan is not required to be registered under any applicable securities laws, each Participant to whom such security would be issued shall deliver to the Company an agreement or certificate containing such representations, warranties and covenants as the Company which satisfies such requirements. The certificates representing the Shares acquired pursuant to this Option shall be subject to such stop transfer orders and other restrictions as the Committee may deem reasonably advisable, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

Section 8.Adjustments. The Award granted hereunder shall be subject to the adjustment as provided in Section 4(b) of the Plan.

Section 9.No Right of Continued Service. Nothing in the Plan or this Agreement shall confer upon the Participant any right to continued Service.

Section 10.Tax Withholding. This Agreement and the Award shall be subject to tax and/or other withholding in accordance with Section 16(e) of the Plan.

Section 11.No Rights as a Stockholder; No Dividends. The Participant shall not have any privileges of a stockholder of the Company with respect to this Option, including without limitation any right to vote any Shares underlying this Option or to receive dividends or other distributions in respect thereof, unless and until Shares underlying this Option are delivered to the Participant following the exercise of this Option in accordance with Section 4 hereof.

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Section 12.Clawback. The Award will be subject to recoupment in accordance with any existing clawback policy or clawback policy that the Company adopts or is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. The implementation of any clawback policy will not be deemed a triggering event for purposes of any definition of “good reason” for resignation or “constructive termination.”

Section 13.Amendment and Termination. Subject to the terms of the Plan, any amendment to this Agreement shall be in writing and signed by the parties hereto. Notwithstanding the immediately-preceding sentence, subject to the terms of the Plan, the Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, this Agreement and/or the Award; provided that, subject to the terms of the Plan, any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially impair the rights of the Participant or any holder or beneficiary of the Award shall not be effective without the written consent of the Participant, holder or beneficiary.

Section 14.Construction. The Award granted hereunder is granted by the Company pursuant to the Plan and is in all respects subject to the terms and conditions of the Plan. The Participant hereby acknowledges that a copy of the Plan has been delivered to the Participant and accepts the Award hereunder subject to all terms and provisions of the Plan, which are incorporated herein by reference. In the event of a conflict or ambiguity between any term or provision contained herein and a term or provision of the Plan, the Plan will govern and prevail. The construction of and decisions under the Plan and this Agreement are vested in the Committee, whose determinations shall be final, conclusive and binding upon the Participant.

Section 15.Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Delaware, without giving effect to the choice of law principles thereof.

Section 16.Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

Section 17.Binding Effect. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns.

Section 18.Entire Agreement. This Agreement and the Plan constitute the entire agreement between the parties with respect to the subject matter hereof and thereof, merging any and all prior agreements.

[SIGNATURES ON FOLLOWING PAGE]

3

IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the Grant Date.

RED ROCK RESORTS, INC.

By:     

Name:     

Title:     

Signature Page to Non-Qualified Stock Option Award Agreement

PARTICIPANT:

Participant’s Signature             Date

Name:    

Address:    

Signature Page to Non-Qualified Stock Option Award Agreement

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Frank J. Fertitta III, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Red Rock Resorts, Inc.;

2.Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

(b)designed such internal controls over financial reporting, or caused such internal controls over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)disclosed in this report any change in the registrant's internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

(a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 10, 2021

/s/ FRANK J. FERTITTA III

Frank J. Fertitta III

Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Stephen L. Cootey, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Red Rock Resorts, Inc.;

2.Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

(b)designed such internal controls over financial reporting, or caused such internal controls over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)disclosed in this report any change in the registrant's internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

(a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 10, 2021

/s/ STEPHEN L. COOTEY

Stephen L. Cootey

Executive Vice President, Chief Financial Officer and Treasurer

(Principal Financial Officer)

EX-32.1

Exhibit 32.1

Red Rock Resorts, Inc.

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(18 U.S.C. Section 1350)

        Pursuant to the requirements of Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Sections 1350(a) and (b)), the undersigned hereby certifies as follows:

1.Frank J. Fertitta III is the Chief Executive Officer of Red Rock Resorts, Inc. (the "Company").

2.The undersigned certifies to the best of his knowledge:

(A)The Company's Form 10-Q for the quarter ended March 31, 2021 accompanying this Certification, in the form filed with the Securities and Exchange Commission (the "Report") fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (the "Exchange Act"); and

(B)The information in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: May 10, 2021

/s/ FRANK J. FERTITTA III

Frank J. Fertitta III

Chief Executive Officer

EX-32.2

Exhibit 32.2

Red Rock Resorts, Inc.

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(18 U.S.C. Section 1350)

        Pursuant to the requirements of Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Sections 1350(a) and (b)), the undersigned hereby certifies as follows:

1.Stephen L. Cootey is the Principal Financial Officer of Red Rock Resorts, Inc. (the "Company").

2.The undersigned certifies to the best of his knowledge:

(A)The Company's Form 10-Q for the quarter ended March 31, 2021 accompanying this Certification, in the form filed with the Securities and Exchange Commission (the "Report") fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (the "Exchange Act"); and

(B)The information in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: May 10, 2021

/s/ STEPHEN L. COOTEY

Stephen L. Cootey

Executive Vice President, Chief Financial Officer and Treasurer

(Principal Financial Officer)

XML

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2021	Apr. 30, 2021
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2021
Document Transition Report	false
Entity File Number	001-37754
Entity Registrant Name	RED ROCK RESORTS, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	47-5081182
Entity Address, Address Line One	1505 South Pavilion Center Drive
Entity Address, City or Town	Las Vegas
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89135
City Area Code	702
Local Phone Number	495-3000
Title of 12(b) Security	Class A Common Stock, $.01 par value
Trading Symbol	RRR
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Central Index Key	0001653653
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
Class A common stock
Entity Common Stock, Shares Outstanding (in shares)		70,968,321
Class B common stock
Entity Common Stock, Shares Outstanding (in shares)		45,985,804

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 117,908	$ 121,176
Restricted cash	0	4,529
Receivables, net	35,398	35,130
Inventories	12,442	13,079
Prepaid gaming tax	26,246	24,316
Prepaid expenses and other current assets	18,997	13,827
Assets held for sale	679,073	36,902
Total current assets	890,064	248,959
Property and equipment, net of accumulated depreciation of $1,092,133 and $1,224,081 at March 31, 2021 and December 31, 2020, respectively	2,033,239	2,857,973
Goodwill	195,676	195,676
Intangible assets, net of accumulated amortization of $15,910 and $19,520 at March 31, 2021 and December 31, 2020, respectively	88,390	100,817
Land held for development	233,740	233,740
Investments in joint ventures	7,633	8,162
Native American development costs	24,200	22,149
Other assets, net	64,709	72,478
Total assets	3,537,651	3,739,954
Current liabilities:
Accounts payable	10,422	11,208
Accrued interest payable	12,838	20,128
Other accrued liabilities	145,850	146,077
Liabilities related to assets held for sale	4,620	0
Current portion of long-term debt	26,355	22,844
Total current liabilities	200,085	200,257
Long-term debt, less current portion	2,801,220	2,879,163
Other long-term liabilities	30,545	28,499
Payable pursuant to tax receivable agreement	28,035	27,394
Total liabilities	3,059,885	3,135,313
Commitments and contingencies (Note 13)
Stockholders’ equity:
Preferred stock, par value $0.01 per share, 100,000,000 shares authorized; none issued and outstanding	0	0
Additional paid-in capital	373,278	385,579
Accumulated deficit	(97,849)	(33,071)
Accumulated other comprehensive loss	(624)	(623)
Total Red Rock Resorts, Inc. stockholders’ equity	275,516	352,598
Noncontrolling interest	202,250	252,043
Total stockholders’ equity	477,766	604,641
Total liabilities and stockholders’ equity	3,537,651	3,739,954
Class A common stock
Stockholders’ equity:
Common stock	710	712
Class B common stock
Stockholders’ equity:
Common stock	$ 1	$ 1

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Accumulated depreciation	$ 1,092,133	$ 1,224,081
Accumulated amortization	$ 15,910	$ 19,520
Preferred stock, par value (in usd per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	100,000,000	100,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Class A common stock
Common stock, par value (in usd per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	500,000,000	500,000,000
Common stock, shares issued (in shares)	71,001,975	71,228,168
Common stock, shares outstanding (in shares)	71,001,975	71,228,168
Class B common stock
Common stock, par value (in usd per share)	$ 0.00001	$ 0.00001
Common stock, shares authorized (in shares)	100,000,000	100,000,000
Common stock, shares issued (in shares)	45,985,804	46,085,804
Common stock, shares outstanding (in shares)	45,985,804	46,085,804

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Operating revenues:
Net revenues	$ 352,619	$ 377,388
Operating costs and expenses:
Selling, general and administrative	78,910	101,273
Depreciation and amortization	54,255	58,534
Write-downs and other charges, net	260	8,807
Asset impairment	169,733	0
Operating expenses	423,772	374,682
Operating (loss) income	(71,153)	2,706
Earnings from joint ventures	390	202
Operating (loss) income and earnings from joint ventures	(70,763)	2,908
Other expense:
Interest expense, net	(27,267)	(36,058)
Loss on extinguishment/modification of debt, net	(8,140)	(11,411)
Change in fair value of derivative instruments	(128)	(20,010)
Other	(48)	(44)
Total other expense	(35,583)	(67,523)
Loss before income tax	(106,346)	(64,615)
Provision for income tax	(217)	(113,185)
Net loss	(106,563)	(177,800)
Less: net loss attributable to noncontrolling interests	(41,785)	(25,601)
Net loss attributable to Red Rock Resorts, Inc.	$ (64,778)	$ (152,199)
Loss per common share (Note 12):
Loss per share of Class A common stock, basic and diluted (in dollars per share)	$ (0.92)	$ (2.18)
Weighted-average common shares outstanding:
Basic and diluted (in shares)	70,728	69,962
Statement of Comprehensive Loss
Comprehensive loss	$ (106,563)	$ (178,462)
Less: comprehensive loss attributable to noncontrolling interests	(41,785)	(25,862)
Comprehensive loss attributable to Red Rock Resorts, Inc.	(64,778)	(152,600)
Casino
Operating revenues:
Net revenues	259,938	208,267
Operating costs and expenses:
Operating costs and expenses	63,116	83,275
Food and beverage
Operating revenues:
Net revenues	46,872	88,331
Operating costs and expenses:
Operating costs and expenses	41,057	92,486
Room
Operating revenues:
Net revenues	21,944	40,076
Operating costs and expenses:
Operating costs and expenses	11,091	20,673
Other
Operating revenues:
Net revenues	15,557	21,357
Operating costs and expenses:
Operating costs and expenses	5,350	9,634
Management fees
Operating revenues:
Net revenues	$ 8,308	$ 19,357

XML

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Total	Class A common stock	Class B common stock	Common stock Class A common stock	Common stock Class B common stock	Additional paid-in capital	Retained earnings (accumulated deficit)	Accumulated other comprehensive loss	Noncontrolling interest
Balance at Dec. 31, 2019	$ 782,597			$ 705	$ 1	$ 376,229	$ 124,423	$ (641)	$ 281,880
Number of shares at Dec. 31, 2019				70,465,000	46,827,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(177,800)						(152,199)		(25,601)
Other comprehensive loss, net of tax	(662)							(401)	(261)
Share-based compensation	4,057					4,057
Distributions	(4,620)								(4,620)
Dividends	(7,113)						(7,113)
Stock option exercises and issuance of restricted stock, net	485			$ 0		485
Stock option exercises and issuance of restricted stock, net (shares)				41,000
Repurchases of Class A common stock	(68)			$ 0		(68)
Repurchases of Class A common stock (shares)				(6,000)
Exchanges of noncontrolling interests	$ 0			$ 6	$ 0	4,006		1	(4,013)
Exchanges of noncontrolling interests (shares)	641,000			641,000	(641,000)
Tax receivable agreement liability resulting from exchanges of noncontrolling interests	$ (1,997)					(1,997)
Rebalancing of ownership percentage between the Company and noncontrolling interests in Station Holdco						(1,746)		1	1,745
Balance at Mar. 31, 2020	594,879			$ 711	$ 1	380,966	(34,889)	(1,040)	249,130
Number of shares at Mar. 31, 2020				71,141,000	46,186,000
Balance at Dec. 31, 2019	782,597			$ 705	$ 1	376,229	124,423	(641)	281,880
Number of shares at Dec. 31, 2019				70,465,000	46,827,000
Balance at Dec. 31, 2020	604,641			$ 712	$ 1	385,579	(33,071)	(623)	252,043
Number of shares at Dec. 31, 2020		71,228,168	46,085,804	71,228,000	46,086,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(106,563)						(64,778)		(41,785)
Share-based compensation	2,741					2,741
Distributions	(7,561)								(7,561)
Stock option exercises and issuance of restricted stock, net	(317)			$ 2		(319)
Stock option exercises and issuance of restricted stock, net (shares)				171,000
Repurchases of Class A common stock	(11,712)			$ (4)		(11,708)
Repurchases of Class A common stock (shares)				(397,000)
Exchanges of noncontrolling interests	$ (2,822)				$ 0	(2,223)		(1)	(598)
Exchanges of noncontrolling interests (shares)	100,000				(100,000)
Tax receivable agreement liability resulting from exchanges of noncontrolling interests	$ (641)					(641)
Rebalancing of ownership percentage between the Company and noncontrolling interests in Station Holdco						(151)			151
Balance at Mar. 31, 2021	$ 477,766			$ 710	$ 1	$ 373,278	$ (97,849)	$ (624)	$ 202,250
Number of shares at Mar. 31, 2021		71,001,975	45,985,804	71,002,000	45,986,000

XML

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Cash flows from operating activities:
Net loss	$ (106,563)	$ (177,800)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	54,255	58,534
Change in fair value of derivative instruments	128	20,010
Reclassification of unrealized gain on derivative instruments into income	0	(662)
Write-downs and other charges, net	(66)	6,221
Asset impairment	169,733	0
Amortization of debt discount and debt issuance costs	2,411	3,003
Share-based compensation	2,741	4,053
Loss on extinguishment/modification of debt, net	8,140	11,411
Deferred income tax	0	113,185
Changes in assets and liabilities:
Receivables, net	(167)	16,196
Inventories and prepaid expenses	(7,492)	(562)
Accounts payable	(178)	(13,343)
Accrued interest payable	(7,330)	13,404
Other accrued liabilities	3,183	(7,236)
Other, net	965	1,470
Net cash provided by operating activities	119,760	47,884
Cash flows from investing activities:
Capital expenditures, net of related payables	(8,010)	(30,790)
Native American development costs	(2,744)	(145)
Net settlement of derivative instruments	(5,648)	(97)
Other, net	150	(256)
Net cash used in investing activities	(16,252)	(31,288)
Cash flows from financing activities:
Borrowings under credit agreements with original maturity dates greater than three months	220,000	1,007,500
Payments under credit agreements with original maturity dates greater than three months	(47,693)	(780,824)
Proceeds from issuance of 4.50% Senior Notes	0	750,000
Partial redemption of 5.00% Senior Notes	(250,000)	0
Cash paid for early extinguishment of debt	(6,250)	(7,109)
Distributions to noncontrolling interests	(7,561)	(4,620)
Repurchases of Class A common stock	(11,712)	(68)
Exchanges of noncontrolling interests	(2,822)	0
Dividends paid	0	(7,110)
Payment of debt issuance costs	0	(12,265)
Other, net	(591)	225
Net cash (used in) provided by financing activities	(106,629)	945,729
(Decrease) increase in cash, cash equivalents and restricted cash	(3,121)	962,325
Balance, beginning of period	125,705	132,915
Balance, end of period	122,584	1,095,240
Cash, cash equivalents and restricted cash:
Cash and cash equivalents	117,908	1,091,149
Restricted cash	0	4,091
Cash, cash equivalents and restricted cash included in assets held for sale	4,676	0
Balance, end of period	122,584	1,095,240
Supplemental cash flow disclosures:
Cash paid for interest	32,207	21,062
Non-cash investing and financing activities:
Capital expenditures incurred but not yet paid	$ 7,719	$ 15,763

XML

Organization, Basis of Presentation and Significant Accounting Policies

3 Months Ended

Mar. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization, Basis of Presentation and Significant Accounting Policies

Organization, Basis of Presentation and Significant Accounting Policies

Organization

Red Rock Resorts, Inc. (“Red Rock,” or the “Company”) was formed as a Delaware corporation in 2015 to own an indirect equity interest in and manage Station Casinos LLC (“Station LLC”), a Nevada limited liability company. Station LLC is a gaming, development and management company established in 1976 that owns and operates ten major gaming and entertainment facilities and ten smaller casino properties (three of which are 50% owned) in the Las Vegas regional market.

The Company owns all of the outstanding voting interests in Station LLC and has an indirect equity interest in Station LLC through its ownership of limited liability interests in Station Holdco LLC (“Station Holdco,” and such interests, “LLC Units”), which owns all of the economic interests in Station LLC. At March 31, 2021, the Company held 61% of the economic interests and 100% of the voting power in Station Holdco, subject to certain limited exceptions, and is designated as the sole managing member of both Station Holdco and Station LLC. The Company controls and operates all of the business and affairs of Station Holdco and Station LLC, and conducts all of its operations through these entities.

The Company continues to operate under state-mandated occupancy and other operational restrictions as a result of the ongoing COVID-19 pandemic. At March 31, 2021, the Texas Station, Fiesta Henderson, Fiesta Rancho and Palms Casino Resort (“Palms”) properties have not reopened. The Company will continue to assess the performance of its open properties, as well as the recovery of the Las Vegas market and the economy as a whole, before considering whether to reopen some or all of the remaining properties. The Company has no plans to reopen any of these properties in 2021. As a result of the pandemic, the temporary closure of all of the Company’s properties from March 17, 2020 through June 3, 2020 and the ongoing closure of four of its properties, the Company’s operating results for the three months ended March 31, 2021 are not comparable with those of the prior period presented.

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

Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted pursuant to such rules and regulations, although management believes that the disclosures are adequate to make the information presented not misleading. In the opinion of management, all adjustments necessary for a fair presentation of the results for the interim periods have been made, and such adjustments were of a normal recurring nature. The interim results reflected in these condensed consolidated financial statements are not necessarily indicative of results to be expected for the full fiscal year. These financial statements should be read in conjunction with the audited financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. Certain amounts in the condensed consolidated financial statements for the prior year have been reclassified to be consistent with the current year presentation.

Principles of Consolidation

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

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

Use of Estimates

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

Significant Accounting Policies

A description of the Company’s significant accounting policies is included in the audited financial statements within its Annual Report on Form 10-K for the year ended December 31, 2020.

Recently Adopted Accounting Standards

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

XML

Assets Held for Sale

3 Months Ended

Mar. 31, 2021

Disposal Group, Not Discontinued Operation, Disposal Disclosures [Abstract]

Assets Held for Sale

Assets Held for Sale

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

On May 3, 2021, the Company entered into an agreement to sell the equity interests in the entities that hold Palms to a third-party buyer for aggregate consideration of $650.0 million. The sale is expected to close in the fourth quarter of 2021. Accordingly, the net assets of Palms that are expected to be disposed were reclassified to held for sale as of March 31, 2021, and the Company recorded an asset impairment charge of $169.7 million to reduce the carrying amount of the disposal group to its estimated fair value less cost to sell.

The carrying amounts of the assets and liabilities held for sale related to Palms as of March 31, 2021 are presented below (amounts in thousands):

Assets
Cash and cash equivalents	$	29
Restricted cash	4,647
Other current assets	746
Property and equipment	779,705
Intangible assets, net	11,784
Other assets, net	14,993
Valuation allowance on assets held for sale	(169,733)
Assets held for sale	$	642,171
Liabilities
Current liabilities	$	2,404
Other long-term liabilities	2,216
Liabilities related to assets held for sale	$	4,620

For the three months ended March 31, 2021, Palms generated net revenues of $4.1 million and a pretax loss of $189.6 million, which included the $169.7 million asset impairment charge. For the three months ended March 31, 2020, Palms generated net revenues of $47.2 million and a pretax loss of $25.2 million. In addition to the net assets of Palms presented above, assets held for sale also included certain undeveloped land parcels that were expected to be sold within one year, with an aggregate carrying amount of $36.9 million at March 31, 2021 and December 31, 2020. Subsequent to March 31, 2021, management determined that the held for sale criteria were no longer met for a parcel of land with a carrying amount of $19.6 million.

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Noncontrolling Interest in Station Holdco

3 Months Ended

Mar. 31, 2021

Noncontrolling Interest [Abstract]

Noncontrolling Interest in Station Holdco

Noncontrolling Interest in Station Holdco

As discussed in Note 1, Red Rock holds a controlling interest in and consolidates the financial position and results of operations of Station LLC and its subsidiaries and Station Holdco, and the interests in Station Holdco not owned by Red Rock are presented within noncontrolling interest in the condensed consolidated financial statements. During the three months ended March 31, 2021, a noncontrolling interest holder unaffiliated with Red Rock exchanged 100,000 LLC Units, together with an equal number of Class B common shares, for cash at the election of the Company, which increased Red Rock’s percentage ownership in Station Holdco. Approximately 641,000 Class B common shares and LLC Units were exchanged for Class A common shares during the three months ended March 31, 2020.

The ownership of the LLC Units is summarized as follows:

	March 31, 2021			December 31, 2020
	Units	Ownership %		Units	Ownership %
Red Rock	71,384,772	60.8	%	71,228,168	60.7	%
Noncontrolling interest holders	45,985,804	39.2	%	46,085,804	39.3	%
Total	117,370,576	100.0	%	117,313,972	100.0	%

The Company uses monthly weighted-average LLC Unit ownership to calculate the pretax income or loss and other comprehensive income or loss of Station Holdco attributable to Red Rock and the noncontrolling interest holders. Station Holdco equity attributable to Red Rock and the noncontrolling interest holders is rebalanced, as needed, to reflect LLC Unit ownership at period end.

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Native American Development

3 Months Ended

Mar. 31, 2021

Development Disclosure [Abstract]

Native American Development

Native American Development

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

As currently contemplated, the North Fork Project is expected to include approximately 2,000 Class III slot machines, approximately 40 table games and several restaurants, and future development costs of the project are expected to be between $350 million and $400 million. Development of the North Fork Project is subject to certain governmental and regulatory approvals, including, without limitation, approval of the Management Agreement by the Chairman of the National Indian Gaming Commission (“NIGC”).

Under the terms of the Development Agreement, the Company has agreed to arrange the financing for the ongoing development costs and construction of the facility, and has contributed significant financial support to the North Fork Project. Through March 31, 2021, the Company has paid approximately $39.3 million of reimbursable advances to the Mono, primarily to complete the environmental impact study, purchase the North Fork Site and pay the costs of litigation. The advances are expected to be repaid from the proceeds of the project’s financing or from the Mono’s cash flows from the North Fork Project’s operations; however, there can be no assurance that the advances will be repaid. The carrying amount of the advances was reduced to fair value upon the Company’s adoption of fresh-start reporting in 2011. At March 31, 2021, the carrying amount of the advances was $24.2 million. In accordance with the Company’s accounting policy, accrued interest on the advances will not be recognized in income until the carrying amount of the advances has been recovered.

The Company will receive a development fee of 4% of the costs of construction (as defined in the Development Agreement) for its development services, which will be paid upon the commencement of gaming operations at the facility. In March 2018, the Mono submitted a proposed Third Amended and Restated Management Agreement (the “Management Agreement”) to the NIGC. The Management Agreement allows the Company to receive a management fee of 30% of the North Fork Project’s net income. The Management Agreement and the Development Agreement have a term of seven years from the opening of the North Fork Project. The Management Agreement includes termination provisions whereby either party may terminate the agreement for cause, and the Management Agreement may also be terminated at any time upon agreement of the parties. There is no provision in the Management Agreement allowing the tribe to buy-out the agreement prior to its expiration. The Management Agreement provides that the Company will train the Mono tribal members such that they may assume responsibility for managing the North Fork Project upon the expiration of the agreement.

Upon termination or expiration of the Management Agreement and Development Agreement, the Mono will continue to be obligated to repay any unpaid principal and interest on the advances from the Company, as well as certain other amounts that may be due, such as management fees. Amounts due to the Company under the Development Agreement and Management Agreement are secured by substantially all of the assets of the North Fork Project except the North Fork Site. In addition, the Development Agreement and Management Agreement contain waivers of the Mono’s sovereign immunity from suit for the purpose of enforcing the agreements or permitting or compelling arbitration and other remedies.

The timing of this type of project is difficult to predict and is dependent upon the receipt of the necessary governmental and regulatory approvals. There can be no assurance as to when, or if, these approvals will be obtained. The Company currently estimates that construction of the North Fork Project may begin in the next three months and estimates that the North Fork Project would be completed and opened for business approximately 15 to 18 months after construction begins. There can be no assurance, however, that the North Fork Project will be completed and opened within this time frame or at all. The Company expects to assist the Mono in obtaining financing for the North Fork Project once all necessary regulatory approvals have been received and prior to commencement of construction; however, there can be no assurance that the Company will be able to obtain such financing for the North Fork Project on acceptable terms or at all.

The Company has evaluated the likelihood that the North Fork Project will be successfully completed and opened, and has concluded that the likelihood of successful completion is in the range of 75% to 85% at March 31, 2021. The Company’s evaluation is based on its consideration of all available positive and negative evidence about the status of the North Fork Project, including, but not limited to, the status of required regulatory approvals, as well as the progress being made toward the achievement of all milestones and the successful resolution of all litigation and contingencies. There can be no assurance that the North Fork Project will be successfully completed or that future events and circumstances will not change the Company’s estimates of the timing, scope, and potential for successful completion or that any such changes will not be material. In addition, there can be no assurance that the Company will recover all of its investment in the North Fork Project even if it is successfully completed and opened for business.

The following table summarizes the Company’s evaluation at March 31, 2021 of each of the critical milestones necessary to complete the North Fork Project.

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

Following is a discussion of certain unresolved legal matters related to the North Fork Project.

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

Picayune Rancheria of Chukchansi Indians v. Brown. In March 2016, Picayune Rancheria of Chukchansi Indians (“Picayune”) filed a complaint for declaratory relief and petition for writ of mandate in California Superior Court for the County of Madera against Governor Edmund G. Brown, Jr., alleging that the referendum that invalidated the Compact also invalidated Governor Brown’s concurrence with the North Fork Determination. The complaint seeks to vacate and set aside the Governor’s concurrence. In July 2016, the court granted the Mono’s application to intervene and the Mono filed a demurrer seeking to dismiss the case. In November 2016, the district court dismissed Picayune’s complaint, but the court subsequently vacated its ruling based on the December 2016 decision by the Fifth District Court of Appeal in Stand Up for California! v. Brown. The case has been stayed since 2017 pending a decision by the California Supreme Court in Stand Up for California! v. Brown.

Stand Up for California! et. al. v. United States Department of the Interior. In November 2016, Stand Up for California! and other plaintiffs filed a complaint in the United States District Court for the Eastern District of California (the “District Court”) alleging that the DOI’s issuance of Secretarial Procedures for the Mono was subject to the National Environmental Policies Act (“NEPA”) and the Clean Air Act (the “CAA”), and violate the Johnson Act. The complaint further alleges violations of the Freedom of Information Act and the Administrative Procedures Act. The DOI filed its answer to the complaint in February 2017 denying plaintiffs’ claims and asserting certain affirmative defenses. A motion to intervene filed by the Mono was granted in March 2017. Plaintiffs subsequently filed a motion to stay the proceedings in May 2017. Briefing on the contested stay request concluded in July 2017 and briefing on cross-motions for summary judgment was concluded in September 2017. On July 18, 2018, the court denied plaintiffs’ motion to stay the proceedings and granted the summary judgment motions of the Mono and the federal defendants. On September 11, 2018, plaintiffs filed a notice of appeal of the District Court decision with the United States Court of Appeals for the Ninth Circuit. The briefing of the issues on appeal was completed on June 13, 2019. The Ninth Circuit heard oral argument on February 11, 2020 and in May 2020 rendered a decision affirming the grant of summary judgment on the Johnson Act issues and reversing and remanding for further proceedings the portion of the summary judgment decision relating to NEPA and the CAA. The briefing on the portion of the case that was reversed and remanded was completed in January 2021 and a decision of the District Court is pending.

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Other Accrued Liabilities

3 Months Ended

Mar. 31, 2021

Accrued Liabilities, Current [Abstract]

Other Accrued Liabilities

Other Accrued Liabilities

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

	March 31, 2021		December 31, 2020
Contract and customer-related liabilities:
Rewards Program liability	$	14,934	$	17,465
Advance deposits and future wagers	11,959		11,854
Unpaid wagers, outstanding chips and other customer-related liabilities	18,869		18,248
Other accrued liabilities:
Accrued payroll and related	35,865		41,026
Accrued gaming and related	26,879		20,316
Construction payables and equipment purchase accruals	7,747		3,710
Operating lease liabilities, current portion	3,176		2,936
Interest rate swaps	6,198		11,758
Other	20,223		18,764
	$	145,850	$	146,077

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Long-term Debt

3 Months Ended

Mar. 31, 2021

Debt Disclosure [Abstract]

Long-term Debt

Long-term Debt

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

	March 31, 2021		December 31, 2020
Term Loan B Facility due February 7, 2027, interest at a margin above LIBOR or base rate (2.50% at March 31, 2021 and December 31, 2020), net of unamortized discount and deferred issuance costs of $28.4 million and $29.5 million at March 31, 2021 and December 31, 2020, respectively	$	1,471,741	$	1,470,944
Term Loan A Facility due February 7, 2025, interest at a margin above LIBOR or base rate (1.86% and 1.90% at March 31, 2021 and December 31, 2020, respectively), net of unamortized discount and deferred issuance costs of $2.0 million and $2.2 million at March 31, 2021 and December 31, 2020, respectively	177,488		179,712
Revolving Credit Facility due February 7, 2025, interest at a margin above LIBOR or base rate (1.86% at March 31, 2021)	175,000		—
4.50% Senior Notes due February 15, 2028, net of unamortized discount and deferred issuance costs of $7.3 million and $7.6 million at March 31, 2021 and December 31, 2020, respectively	683,481		683,257
5.00% Senior Notes due October 1, 2025, net of unamortized deferred issuance costs of $2.1 million and $4.1 million at March 31, 2021 and December 31, 2020, respectively	278,281		526,260
Other long-term debt, weighted-average interest of 3.83% at March 31, 2021 and December 31, 2020, net of unamortized discount and deferred issuance costs of $0.3 million and $0.4 million at March 31, 2021 and December 31, 2020, respectively	41,584		41,834
Total long-term debt	2,827,575		2,902,007
Current portion of long-term debt	(26,355)		(22,844)
Total long-term debt, net	$	2,801,220	$	2,879,163

Credit Facility

Station LLC’s credit facility consists of the Term Loan B Facility, the Term Loan A Facility and the Revolving Credit Facility (collectively, the “Credit Facility”). As last amended in February 2020, the Term Loan B Facility bears interest at a rate per annum, at Station LLC’s option, equal to either LIBOR plus 2.25% or base rate plus 1.25%, and the Term Loan A Facility and Revolving Credit Facility bear interest at a rate per annum, at Station LLC’s option, equal to either LIBOR plus an amount ranging from 1.50% to 1.75% or base rate plus an amount ranging from 0.50% to 0.75%, depending on Station LLC’s consolidated total leverage ratio. The Credit Facility contains a number of customary covenants, including requirements that Station LLC maintain throughout the term of the Credit Facility and measured as of the end of each quarter, an interest

coverage ratio of not less than 2.50 to 1.00 and a maximum consolidated total leverage ratio, with step-downs over the term of the Credit Facility, ranging from 6.50 to 1.00 at March 31, 2021 to 5.25 to 1.00 at December 31, 2023 and thereafter. A breach of the financial ratio covenants shall only become an event of default under the Term Loan B Facility if the lenders within the Term Loan A Facility and the Revolving Credit Facility take certain affirmative actions after the occurrence of a default of such financial ratio covenants. Management believes the Company was in compliance with all applicable covenants at March 31, 2021.

Revolving Credit Facility

At March 31, 2021, Station LLC’s borrowing availability under its Revolving Credit Facility, subject to continued compliance with the terms of the Credit Facility, was $826.7 million, which was net of $175.0 million in outstanding borrowings and $29.4 million in outstanding letters of credit and similar obligations.

Senior Notes

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

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Derivative Instruments

3 Months Ended

Mar. 31, 2021

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments

Derivative Instruments

The Company’s objective in using derivative instruments is to manage its exposure to interest rate movements. To accomplish this objective, the Company uses interest rate swaps as a part of its cash flow hedging strategy. The Company does not use derivative financial instruments for trading or speculative purposes.

The Company’s hedging strategy includes the use of interest rate swaps that are not designated in cash flow hedging relationships. The interest rate swap agreements allow Station LLC to receive variable-rate payments in exchange for fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. At March 31, 2021, Station LLC’s interest rate swaps had a weighted-average fixed pay rate of 1.94%, a combined notional amount of $1.3 billion and effectively converted $1.3 billion of Station LLC’s variable interest rate debt to a fixed rate of 3.95%. The interest rate swaps will expire July 8, 2021.

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

Station LLC has not posted any collateral related to its interest rate swap agreements; however, Station LLC’s obligations under the interest rate swap agreements are subject to the security and guarantee arrangements applicable to the Credit Facility. The interest rate swap agreements contain a cross-default provision under which Station LLC could be declared in default on its obligation under such agreements if certain conditions of default exist on the Credit Facility. At March 31, 2021, the termination value of Station LLC’s interest rate swaps, including accrued interest, was a net liability of $7.8 million. Had Station LLC been in breach of the provisions of its swap agreements, it could have been required to pay the termination value to settle the obligations.

Certain of Station LLC’s interest rate swaps were previously designated in cash flow hedging relationships until their dedesignation in June 2017. Accordingly, associated cumulative deferred net gains, which were previously recognized in accumulated other comprehensive loss, were amortized as a reduction of interest expense through July 2020 as the hedged interest payments occurred. During the three months ended March 31, 2020, $0.7 million in deferred net gains were reclassified from accumulated other comprehensive loss to Interest expense, net in the Condensed Consolidated Statements of Operations and Comprehensive Loss.

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Fair Value Measurements

3 Months Ended

Mar. 31, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

Assets and Liabilities Measured at Fair Value on a Recurring Basis

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

	March 31, 2021		December 31, 2020		Level of Fair Value Hierarchy
Liabilities
Interest rate swaps	$	6,198	$	11,758	Level 2 - Significant unobservable inputs

The fair values of Station LLC’s interest rate swaps were determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of the interest rate swaps. This analysis reflects the contractual terms of the interest rate swaps, including the period to maturity, and uses observable market-based inputs, including forward interest rate curves. Station LLC incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the counterparty’s nonperformance risk in the fair value measurement. The Company had no financial assets measured at fair value on a recurring basis at March 31, 2021 or December 31, 2020.

Fair Value of Long-term Debt

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

	March 31, 2021		December 31, 2020
Aggregate fair value	$	2,868	$	2,936
Aggregate carrying amount	2,828		2,902

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

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Stockholders' Equity

3 Months Ended

Mar. 31, 2021

Equity [Abstract]

Stockholders' Equity

Stockholders’ Equity    

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

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

	Three Months Ended March 31,
	2021		2020
Net loss attributable to Red Rock Resorts, Inc.	$	(64,778)	$	(152,199)
Transfers from (to) noncontrolling interests:
Exchanges of noncontrolling interests	598		4,013
Rebalancing of ownership percentage between the Company and noncontrolling interests in Station Holdco	(151)		(1,745)
Net transfers from noncontrolling interests	447		2,268
Change from net loss attributable to Red Rock Resorts, Inc. and net transfers from noncontrolling interests	$	(64,331)	$	(149,931)

Dividends

During the three months ended March 31, 2021, the Company paid no dividends. In May 2020, the Company announced that its Board of Directors had suspended the payment of dividends for the remainder of 2020, and the suspension of dividend payments will continue until further notice. During the three months ended March 31, 2020, the Company declared and paid a cash dividend of $0.10 per share of Class A common stock.

Equity Repurchase Program

In February 2019, the Company’s board of directors approved an equity repurchase program authorizing the repurchase of up to an aggregate of $150 million of its Class A common stock. In February 2021, the Company’s board of directors extended its approval of the equity repurchase program through December 31, 2022. Through December 31, 2020, no shares had been repurchased under the program. Pursuant to the program, during the three months ended March 31, 2021, the Company repurchased 382,602 shares of its Class A common stock for an aggregate of $11.2 million and a weighted average price per share of $29.39 in open market transactions. At March 31, 2021, the remaining amount authorized for repurchases under the program was $135.9 million.

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Share-based Compensation

3 Months Ended

Mar. 31, 2021

Share-based Payment Arrangement [Abstract]

Share-based Compensation

Share-based Compensation

The Company maintains an equity incentive plan designed to attract, retain and motivate employees and align the interests of those individuals with the interests of the Company. A total of 23.2 million shares of Class A common stock are reserved for issuance under the plan, of which approximately 12.1 million shares were available for issuance at March 31, 2021.

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

	Restricted Class A  Common Stock			Stock Options
	Shares	Weighted-average grant date fair value		Shares	Weighted-average exercise price
Outstanding at January 1, 2021	368,811	$	27.19	6,310,657	$	25.80
Activity during the period:
Granted	147,930	28.66		1,295,986	28.66
Vested/exercised (a)	(74,386)	27.74		(120,754)	20.78
Forfeited/expired	(5,467)	28.24		(78,149)	28.87
Outstanding at March 31, 2021	436,888	$	27.58	7,407,740	$	26.35

_______________________________________________________________

(a)Stock options exercised included 92,838 options that were not converted into shares due to net share settlements to cover the aggregate exercise price and employee withholding taxes.

The Company recognized share-based compensation expense of $2.7 million and $4.1 million for the three months ended March 31, 2021 and 2020, respectively. At March 31, 2021, unrecognized share-based compensation cost was $35.9 million, which is expected to be recognized over a weighted-average period of 3.1 years.

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Income Taxes

3 Months Ended

Mar. 31, 2021

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

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

The Company’s tax provision or benefit from income taxes for interim periods is determined using an estimate of the Company’s annual effective tax rate, adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter the Company updates the estimate of the annual effective tax rate and makes necessary cumulative adjustments to the total tax provision or benefit. The current taxes are estimated for the period and the balance sheet is adjusted to reflect such taxes currently payable or receivable. The remaining tax provision or benefit is recorded as deferred taxes.

The Company’s effective tax rate for the three months ended March 31, 2021 was (0.2)%, including discrete items, as compared to (175.2)% for the three months ended March 31, 2020. The Company’s effective tax rate for the three months ended March 31, 2021 as compared to the 21% statutory rate was primarily impacted by a full valuation allowance established against the deferred tax assets (“DTAs”). Other items impacting the effective tax rate include a rate detriment attributable to the fact that Station Holdco operates as a limited liability company which is not subject to federal income tax. Accordingly, the Company does not benefit from the portion of Station Holdco’s losses attributable to noncontrolling interests. In addition, state income taxes do not have a significant impact on the Company's effective rate. Station Holdco operates in Nevada and

California. Nevada does not impose a state income tax and the Company's activities in California result in minimal state income tax.

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

The Company considers both positive and negative evidence when measuring the need for a valuation allowance. A valuation allowance is not required to the extent that, in management’s judgment, positive evidence exists with a magnitude and duration sufficient to result in a conclusion that it is more likely than not that the Company’s deferred tax assets will be realized. As a result of the economic downturn and uncertainty caused by the COVID-19 pandemic on its current operating results and the considerable uncertainty that remains in the future, the Company determined it was more likely than not that the deferred tax assets will not be realized.

Historically, the Company recorded a full valuation allowance on the DTA related only to the LLC Units issued in the IPO and reorganization transactions as the deferred tax asset relating to those units is not expected to be realized unless the Company disposes of its investment in Station Holdco. The Company recognizes changes to the valuation allowance through the provision for income tax or other comprehensive income, as applicable, and at March 31, 2021 and December 31, 2020, the valuation allowance was $174.9 million and $160.5 million, respectively.

The Company recorded $1.2 million of unrecognized tax benefits as of March 31, 2021. The Company does not currently record interest and penalties for unrecognized tax benefits as any recognition would result in a reduction of its net operating loss or other tax attributes and would not result in an underpayment of tax. Further, the Company does not believe that it has any tax positions for which it is reasonably possible that it will be required to record a significant liability for unrecognized tax benefits within the next twelve months.

The Company files annual income tax returns for Red Rock and Station Holdco in the U.S. federal jurisdiction and California. Red Rock is currently under examination by the Internal Revenue Service for the 2016 tax year and Station Holdco is under examination for the 2016 and 2017 tax years. The Company regularly assesses the likelihood of adverse outcomes resulting from any examinations to determine the adequacy of the Company’s provision for income taxes.

Tax Receivable Agreement

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

At March 31, 2021 and December 31, 2020, the Company’s liability under the TRA was $28.0 million and $27.4 million, respectively, of which $9.0 million was payable to entities related to Frank J. Fertitta III, the Company’s Chairman of the Board and Chief Executive Officer, and Lorenzo J. Fertitta, Vice Chairman of the Board and a vice president of the Company. For the three months ended March 31, 2021 and 2020, exchanges of LLC Units resulted in an increase in the amount payable under the TRA liability of $0.6 million and $2.0 million, respectively, which was recorded through stockholders’ equity.

The timing and amount of aggregate payments due under the TRA may vary based on a number of factors, including the amount and timing of the taxable income the Company generates each year and the tax rate then applicable. The payment obligations under the TRA are Red Rock’s obligations and are not obligations of Station Holdco or Station LLC. Payments are generally due within a specified period of time following the filing of the Company’s annual tax return and interest on such payments will accrue from the original due date (without extensions) of the income tax return until the date paid. Payments not made within the required period after the filing of the income tax return generally accrue interest at a rate of LIBOR plus 5.00%.

The TRA will remain in effect until all such tax benefits have been utilized or expired, unless the Company exercises its right to terminate the TRA. The TRA will also terminate if the Company breaches its obligations under the TRA or upon certain mergers, asset sales or other forms of business combinations, or other changes of control. If the Company exercises its

right to terminate the TRA, or if the TRA is terminated early in accordance with its terms, the Company’s payment obligations would be accelerated based upon certain assumptions, including the assumption that the Company would have sufficient future taxable income to utilize such tax benefits, and may substantially exceed the actual benefits, if any, the Company realizes in respect of the tax attributes subject to the TRA.

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Loss Per Share

3 Months Ended

Mar. 31, 2021

Earnings Per Share [Abstract]

Earnings Per Share

Loss Per Share

Basic loss per share is calculated by dividing net loss attributable to Red Rock by the weighted-average number of shares of Class A common stock outstanding during the period. The calculation of diluted earnings or loss per share gives effect to all potentially dilutive shares, including shares issuable pursuant to outstanding stock options and nonvested restricted shares of Class A common stock, based on the application of the treasury stock method, and outstanding Class B common stock that is exchangeable, along with an equal number of LLC Units, for Class A common stock, based on the application of the if-converted method. For the three months ended March 31, 2021 and 2020, the Company incurred a net loss. As a result, all potentially dilutive securities have been excluded from the calculation of diluted loss per share because their inclusion would have been antidilutive.

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

	Three Months Ended March 31,
	2021		2020
Net loss	$	(106,563)	$	(177,800)
Less: net loss attributable to noncontrolling interests	41,785		25,601
Net loss attributable to Red Rock, basic and diluted	$	(64,778)	$	(152,199)

	Three Months Ended March 31,
	2021	2020
Weighted average shares of Class A common stock outstanding, basic and diluted	70,728	69,962

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

	Three Months Ended March 31,
	2021	2020
Shares of Class B common stock and LLC Units exchangeable for Class A shares	45,986	46,186
Stock options outstanding	7,408	7,222
Unvested restricted shares of Class A common stock outstanding	437	664

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

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Commitments and Contingencies	3 Months Ended
	Mar. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and ContingenciesThe Company and its subsidiaries are defendants in various lawsuits relating to routine matters incidental to their business. No assurance can be provided as to the outcome of any legal matters and litigation inherently involves significant risks. In the opinion of management, such litigation is not expected to have a material effect on the Company's financial condition, results of operations and cash flows.

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Segments

3 Months Ended

Mar. 31, 2021

Segment Reporting [Abstract]

Segments

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

have similar economic characteristics. The Company also aggregates its Native American management arrangements into one reportable segment.

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

	Three Months Ended March 31,
	2021		2020
Net revenues
Las Vegas operations:
Casino	$	259,938	$	208,267
Food and beverage	46,872		88,331
Room	21,944		40,076
Other (a)	13,842		19,694
Management fees	221		97
Las Vegas operations net revenues	342,817		356,465
Native American management:
Management fees	8,087		19,260
Reportable segment net revenues	350,904		375,725
Corporate and other	1,715		1,663
Net revenues	$	352,619	$	377,388
Net loss	$	(106,563)	$	(177,800)
Adjustments
Depreciation and amortization	54,255		58,534
Share-based compensation	2,741		4,053
Write-downs and other charges, net	260		8,807
Asset impairment	169,733		—
Interest expense, net	27,267		36,058
Loss on extinguishment/modification of debt, net	8,140		11,411
Change in fair value of derivative instruments	128		20,010
Provision for income tax	217		113,185
Other	471		42
Adjusted EBITDA (b)	$	156,649	$	74,300
Adjusted EBITDA
Las Vegas operations	$	160,680	$	68,485
Native American management	7,604		17,601
Reportable segment Adjusted EBITDA	168,284		86,086
Corporate and other	(11,635)		(11,786)
Adjusted EBITDA	$	156,649	$	74,300

_______________________________________________________________

(a)Includes tenant lease revenue of $2.7 million and $5.1 million for the three months ended March 31, 2021 and 2020, respectively. Revenue from tenant leases is accounted for under the lease accounting guidance and included in Other revenues in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Loss.

(b)Adjusted EBITDA includes net loss plus depreciation and amortization, share-based compensation, write-downs and other charges, net, asset impairment, interest expense, net, loss on extinguishment/modification of debt, net, change in fair value of derivative instruments, provision for income tax and other.

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Organization, Basis of Presentation and Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted pursuant to such rules and regulations, although management believes that the disclosures are adequate to make the information presented not misleading. In the opinion of management, all adjustments necessary for a fair presentation of the results for the interim periods have been made, and such adjustments were of a normal recurring nature. The interim results reflected in these condensed consolidated financial statements are not necessarily indicative of results to be expected for the full fiscal year. These financial statements should be read in conjunction with the audited financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. Certain amounts in the condensed consolidated financial statements for the prior year have been reclassified to be consistent with the current year presentation.

Principles of Consolidation

Principles of Consolidation

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

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

Use of Estimates

Use of Estimates

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

Significant Accounting Policies

Significant Accounting Policies

A description of the Company’s significant accounting policies is included in the audited financial statements within its Annual Report on Form 10-K for the year ended December 31, 2020.

New Accounting Pronouncements

Recently Adopted Accounting Standards

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

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Assets Held for Sale (Policies)	3 Months Ended
	Mar. 31, 2021
Disposal Group, Not Discontinued Operation, Disposal Disclosures [Abstract]
Assets Held for Sale	The Company classifies assets as held for sale when a sale is probable of completion within one year and the asset or asset group meets all of the accounting requirements to be classified as held for sale. Assets held for sale and any related liabilities are presented as single asset and liability amounts on the balance sheet with a valuation allowance, if necessary, to reduce the carrying amount of the net assets to the lower of carrying amount or estimated fair value less cost to sell. Estimates are required to determine the fair value and the related disposal costs. The estimated fair value is generally based on market comparables, solicited offers or a discounted cash flow model. In subsequent periods, the valuation allowance may be adjusted based on changes in management’s estimate of fair value less cost to sell. Depreciation and amortization of long-lived assets are not recorded during the period in which such assets are classified as held for sale.

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Derivative Instruments (Policies)	3 Months Ended
	Mar. 31, 2021
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivatives, Policy	Derivative instruments are presented at fair value, exclusive of accrued interest, in Other accrued liabilities on the Condensed Consolidated Balance Sheets, and the Company does not offset derivative asset and liability positions when interest rate swap agreements are held with the same counterparty. Changes in the fair values of derivative instruments not designated in hedge accounting relationships and the related pretax gains and losses are presented in Change in fair value of derivative instruments in the Condensed Consolidated Statements of Operations and Comprehensive Loss in the period in which the change occurs.

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Income Taxes (Policies)	3 Months Ended
	Mar. 31, 2021
Income Tax Disclosure [Abstract]
Income Tax, Policy	The Company’s tax provision or benefit from income taxes for interim periods is determined using an estimate of the Company’s annual effective tax rate, adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter the Company updates the estimate of the annual effective tax rate and makes necessary cumulative adjustments to the total tax provision or benefit. The current taxes are estimated for the period and the balance sheet is adjusted to reflect such taxes currently payable or receivable. The remaining tax provision or benefit is recorded as deferred taxes.

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Assets Held for Sale (Tables)

3 Months Ended

Mar. 31, 2021

Disposal Group, Not Discontinued Operation, Disposal Disclosures [Abstract]

Disposal Group, Assets and Liabilities

The carrying amounts of the assets and liabilities held for sale related to Palms as of March 31, 2021 are presented below (amounts in thousands):

Assets
Cash and cash equivalents	$	29
Restricted cash	4,647
Other current assets	746
Property and equipment	779,705
Intangible assets, net	11,784
Other assets, net	14,993
Valuation allowance on assets held for sale	(169,733)
Assets held for sale	$	642,171
Liabilities
Current liabilities	$	2,404
Other long-term liabilities	2,216
Liabilities related to assets held for sale	$	4,620

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Noncontrolling Interest in Station Holdco (Tables)

3 Months Ended

Mar. 31, 2021

Noncontrolling Interest [Abstract]

Noncontrolling Interest Ownership

The ownership of the LLC Units is summarized as follows:

	March 31, 2021			December 31, 2020
	Units	Ownership %		Units	Ownership %
Red Rock	71,384,772	60.8	%	71,228,168	60.7	%
Noncontrolling interest holders	45,985,804	39.2	%	46,085,804	39.3	%
Total	117,370,576	100.0	%	117,313,972	100.0	%

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Native American Development (Tables)

3 Months Ended

Mar. 31, 2021

Development Disclosure [Abstract]

Schedule of Development and Management Agreements

The following table summarizes the Company’s evaluation at March 31, 2021 of each of the critical milestones necessary to complete the North Fork Project.

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

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Other Accrued Liabilities (Tables)

3 Months Ended

Mar. 31, 2021

Accrued Liabilities, Current [Abstract]

Schedule of Accrued Liabilities

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

	March 31, 2021		December 31, 2020
Contract and customer-related liabilities:
Rewards Program liability	$	14,934	$	17,465
Advance deposits and future wagers	11,959		11,854
Unpaid wagers, outstanding chips and other customer-related liabilities	18,869		18,248
Other accrued liabilities:
Accrued payroll and related	35,865		41,026
Accrued gaming and related	26,879		20,316
Construction payables and equipment purchase accruals	7,747		3,710
Operating lease liabilities, current portion	3,176		2,936
Interest rate swaps	6,198		11,758
Other	20,223		18,764
	$	145,850	$	146,077

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Long-term Debt (Tables)

3 Months Ended

Mar. 31, 2021

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments

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

	March 31, 2021		December 31, 2020
Term Loan B Facility due February 7, 2027, interest at a margin above LIBOR or base rate (2.50% at March 31, 2021 and December 31, 2020), net of unamortized discount and deferred issuance costs of $28.4 million and $29.5 million at March 31, 2021 and December 31, 2020, respectively	$	1,471,741	$	1,470,944
Term Loan A Facility due February 7, 2025, interest at a margin above LIBOR or base rate (1.86% and 1.90% at March 31, 2021 and December 31, 2020, respectively), net of unamortized discount and deferred issuance costs of $2.0 million and $2.2 million at March 31, 2021 and December 31, 2020, respectively	177,488		179,712
Revolving Credit Facility due February 7, 2025, interest at a margin above LIBOR or base rate (1.86% at March 31, 2021)	175,000		—
4.50% Senior Notes due February 15, 2028, net of unamortized discount and deferred issuance costs of $7.3 million and $7.6 million at March 31, 2021 and December 31, 2020, respectively	683,481		683,257
5.00% Senior Notes due October 1, 2025, net of unamortized deferred issuance costs of $2.1 million and $4.1 million at March 31, 2021 and December 31, 2020, respectively	278,281		526,260
Other long-term debt, weighted-average interest of 3.83% at March 31, 2021 and December 31, 2020, net of unamortized discount and deferred issuance costs of $0.3 million and $0.4 million at March 31, 2021 and December 31, 2020, respectively	41,584		41,834
Total long-term debt	2,827,575		2,902,007
Current portion of long-term debt	(26,355)		(22,844)
Total long-term debt, net	$	2,801,220	$	2,879,163

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Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2021

Fair Value Disclosures [Abstract]

Schedule of Financial Assets at Fair Value Recurring Basis and Fair Value Hierarchy

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

	March 31, 2021		December 31, 2020		Level of Fair Value Hierarchy
Liabilities
Interest rate swaps	$	6,198	$	11,758	Level 2 - Significant unobservable inputs

Schedule of Long-Term Debt, Carrying Values and Estimated Fair Values

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

	March 31, 2021		December 31, 2020
Aggregate fair value	$	2,868	$	2,936
Aggregate carrying amount	2,828		2,902

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Stockholders' Equity (Tables)

3 Months Ended

Mar. 31, 2021

Equity [Abstract]

Reconciliation of Net Income and Changes to Noncontrolling Interest

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

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

	Three Months Ended March 31,
	2021		2020
Net loss attributable to Red Rock Resorts, Inc.	$	(64,778)	$	(152,199)
Transfers from (to) noncontrolling interests:
Exchanges of noncontrolling interests	598		4,013
Rebalancing of ownership percentage between the Company and noncontrolling interests in Station Holdco	(151)		(1,745)
Net transfers from noncontrolling interests	447		2,268
Change from net loss attributable to Red Rock Resorts, Inc. and net transfers from noncontrolling interests	$	(64,331)	$	(149,931)

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Share-based Compensation (Tables)

3 Months Ended

Mar. 31, 2021

Share-based Payment Arrangement [Abstract]

Disclosure of Share-based Compensation Arrangements by Share-based Payment Award

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

	Restricted Class A  Common Stock			Stock Options
	Shares	Weighted-average grant date fair value		Shares	Weighted-average exercise price
Outstanding at January 1, 2021	368,811	$	27.19	6,310,657	$	25.80
Activity during the period:
Granted	147,930	28.66		1,295,986	28.66
Vested/exercised (a)	(74,386)	27.74		(120,754)	20.78
Forfeited/expired	(5,467)	28.24		(78,149)	28.87
Outstanding at March 31, 2021	436,888	$	27.58	7,407,740	$	26.35

_______________________________________________________________

(a)Stock options exercised included 92,838 options that were not converted into shares due to net share settlements to cover the aggregate exercise price and employee withholding taxes.

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Loss Per Share (Tables)

3 Months Ended

Mar. 31, 2021

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

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

	Three Months Ended March 31,
	2021		2020
Net loss	$	(106,563)	$	(177,800)
Less: net loss attributable to noncontrolling interests	41,785		25,601
Net loss attributable to Red Rock, basic and diluted	$	(64,778)	$	(152,199)

	Three Months Ended March 31,
	2021	2020
Weighted average shares of Class A common stock outstanding, basic and diluted	70,728	69,962

Schedule of Antidilutive Securities Excluded from Computation of Diluted Earnings Per Share

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

	Three Months Ended March 31,
	2021	2020
Shares of Class B common stock and LLC Units exchangeable for Class A shares	45,986	46,186
Stock options outstanding	7,408	7,222
Unvested restricted shares of Class A common stock outstanding	437	664

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Segment Reporting (Tables)

3 Months Ended

Mar. 31, 2021

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment

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

	Three Months Ended March 31,
	2021		2020
Net revenues
Las Vegas operations:
Casino	$	259,938	$	208,267
Food and beverage	46,872		88,331
Room	21,944		40,076
Other (a)	13,842		19,694
Management fees	221		97
Las Vegas operations net revenues	342,817		356,465
Native American management:
Management fees	8,087		19,260
Reportable segment net revenues	350,904		375,725
Corporate and other	1,715		1,663
Net revenues	$	352,619	$	377,388
Net loss	$	(106,563)	$	(177,800)
Adjustments
Depreciation and amortization	54,255		58,534
Share-based compensation	2,741		4,053
Write-downs and other charges, net	260		8,807
Asset impairment	169,733		—
Interest expense, net	27,267		36,058
Loss on extinguishment/modification of debt, net	8,140		11,411
Change in fair value of derivative instruments	128		20,010
Provision for income tax	217		113,185
Other	471		42
Adjusted EBITDA (b)	$	156,649	$	74,300
Adjusted EBITDA
Las Vegas operations	$	160,680	$	68,485
Native American management	7,604		17,601
Reportable segment Adjusted EBITDA	168,284		86,086
Corporate and other	(11,635)		(11,786)
Adjusted EBITDA	$	156,649	$	74,300

_______________________________________________________________

(a)Includes tenant lease revenue of $2.7 million and $5.1 million for the three months ended March 31, 2021 and 2020, respectively. Revenue from tenant leases is accounted for under the lease accounting guidance and included in Other revenues in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Loss.

(b)Adjusted EBITDA includes net loss plus depreciation and amortization, share-based compensation, write-downs and other charges, net, asset impairment, interest expense, net, loss on extinguishment/modification of debt, net, change in fair value of derivative instruments, provision for income tax and other.

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Organization, Basis of Presentation and Significant Accounting Policies (Details)	Mar. 31, 2021 Casino_Property
Major Hotel Casino Properties | Wholly Owned Properties
Number of casino properties	10
Smaller Casino Properties
Number of casino properties	10
Smaller Casino Properties | Partially Owned Properties
Number of casino properties	3
Parent ownership percentage (unconsolidated)	50.00%
Station Holdco | Non-Voting Units | Red Rock Resorts
Parent ownership percentage (consolidated)	61.00%
Station Casinos LLC | Voting Units | Red Rock Resorts
Parent ownership percentage (consolidated)	100.00%

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Assets Held for Sale (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Apr. 12, 2021	Dec. 31, 2020
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups [Line Items]
Asset impairment	$ 169,733	$ 0
Land held for sale	36,900			$ 36,900
Land held for development	233,740			233,740
Disposal Group, Classified Balance Sheet Disclosures [Abstract]
Assets held for sale	679,073			36,902
Liabilities related to assets held for sale	4,620			$ 0
Disposal Group, No Longer Held-for-sale, Not Discontinued Operations | Subsequent Event [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups [Line Items]
Land held for development			$ 19,600
Palms Casino Resort | Disposal Group, Held-for-sale, Not Discontinued Operations
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups [Line Items]
Aggregate consideration	650,000
Asset impairment	169,700
Net revenues	4,100	47,200
Pretax loss	(189,600)	$ (25,200)
Disposal Group, Classified Balance Sheet Disclosures [Abstract]
Cash and cash equivalents	29
Restricted cash	4,647
Other current assets	746
Property and equipment	779,705
Intangible assets, net	11,784
Other assets, net	14,993
Valuation allowance on assets held for sale	(169,733)
Assets held for sale	642,171
Current liabilities	2,404
Other long-term liabilities	2,216
Liabilities related to assets held for sale	$ 4,620

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Noncontrolling Interest in Station Holdco (Details) - shares	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Noncontrolling Interest [Line Items]
Exchanges of noncontrolling interests (shares)	100,000	641,000
Units outstanding (in units)	117,370,576		117,313,972
Total ownership percentage (consolidated)	100.00%		100.00%
Class A common stock | Red Rock Resorts
Noncontrolling Interest [Line Items]
Units outstanding (in units)	71,384,772		71,228,168
Parent ownership percentage (consolidated)	60.80%		60.70%
Class B common stock | LLC Unit Holders
Noncontrolling Interest [Line Items]
Units outstanding (in units)	45,985,804		46,085,804
Noncontrolling ownership percentage (consolidated)	39.20%		39.30%

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Native American Development - North Fork (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2021 USD ($) a Slot_Machines Table_Games	Dec. 31, 2020 USD ($)
Development and Management Agreements, Native American [Line Items]
Native American development costs	$ 24,200	$ 22,149
North Fork Rancheria of Mono Indians
Development and Management Agreements, Native American [Line Items]
Number of table games | Table_Games	40
Reimbursable advances for Native American development	$ 39,300
Native American development costs	$ 24,200
Development fee, percent fee	4.00%
Property management fee, percent fee	30.00%
Management agreement, term	7 years
Development agreement, term	7 years
Estimated period to begin construction	3 months
North Fork Rancheria of Mono Indians | Minimum
Development and Management Agreements, Native American [Line Items]
Number of slot machines | Slot_Machines	2,000
Estimated costs for Native American development projects	$ 350,000
Estimated period after construction begins, facility is completed and open for business	15 months
Successful project completion	75.00%
North Fork Rancheria of Mono Indians | Maximum
Development and Management Agreements, Native American [Line Items]
Number of slot machines | Slot_Machines	2,500
Estimated costs for Native American development projects	$ 400,000
Estimated period after construction begins, facility is completed and open for business	18 months
Successful project completion	85.00%
North Fork Rancheria of Mono Indians | Land Held for Development
Development and Management Agreements, Native American [Line Items]
Area of land | a	305

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Other Accrued Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Accrued Liabilities, Current [Abstract]
Rewards Program liability	$ 14,934	$ 17,465
Advance deposits and future wagers	11,959	11,854
Unpaid wagers, outstanding chips and other customer-related liabilities	18,869	18,248
Accrued payroll and related	35,865	41,026
Accrued gaming and related	26,879	20,316
Construction payables and equipment purchase accruals	7,747	3,710
Operating lease liabilities, current portion	3,176	2,936
Derivative liabilities	6,198	11,758
Other	20,223	18,764
Other accrued liabilities	$ 145,850	$ 146,077

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Long-term Debt - Schedule of Long-term Instruments (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Feb. 22, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Current portion of long-term debt	$ (26,355)		$ (22,844)
Total long-term debt, net	2,801,220		2,879,163
Station Casinos LLC
Debt Instrument [Line Items]
Long-term debt	2,827,575		2,902,007
Current portion of long-term debt	(26,355)		(22,844)
Total long-term debt, net	2,801,220		2,879,163
Station Casinos LLC | Line of Credit | Term Loan B Facility, Due February 7, 2027
Debt Instrument [Line Items]
Long-term debt	1,471,741		1,470,944
Unamortized discount and deferred issuance costs	$ 28,400		$ 29,500
Effective interest rate (as a percent)	2.50%		2.50%
Station Casinos LLC | Line of Credit | Term Loan A Facility, Due February 7, 2025
Debt Instrument [Line Items]
Long-term debt	$ 177,488		$ 179,712
Unamortized discount and deferred issuance costs	$ 2,000		$ 2,200
Effective interest rate (as a percent)	1.86%		1.90%
Station Casinos LLC | Revolving Credit Facility | Revolving Credit Facility Due February 7, 2025
Debt Instrument [Line Items]
Long-term debt	$ 175,000		$ 0
Effective interest rate (as a percent)	1.86%
Station Casinos LLC | Senior Notes | 4.50% Senior Notes, Due February 15, 2028
Debt Instrument [Line Items]
Long-term debt	$ 683,481		683,257
Unamortized discount and deferred issuance costs	$ 7,300		$ 7,600
Stated interest rate (as a percent)	4.50%		4.50%
Station Casinos LLC | Senior Notes | 5.00% Senior Notes, Due October 1, 2025
Debt Instrument [Line Items]
Long-term debt	$ 278,281		$ 526,260
Unamortized discount and deferred issuance costs	$ 2,100		$ 4,100
Stated interest rate (as a percent)	5.00%	5.00%	5.00%
Station Casinos LLC | Other Long-term Debt
Debt Instrument [Line Items]
Long-term debt	$ 41,584		$ 41,834
Unamortized discount and deferred issuance costs	$ 300		$ 400
Weighted average interest rate (as a percent)	3.83%		3.83%

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Long-term Debt - Narrative (Details) - USD ($) $ in Thousands		3 Months Ended
	Feb. 22, 2021	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Debt Instrument [Line Items]
Loss on Extinguishment of Debt		$ (8,140)	$ (11,411)
Station Casinos LLC
Debt Instrument [Line Items]
Long-term Debt		2,827,575		$ 2,902,007
Station Casinos LLC | Line of Credit | Term Loan B Facility, Due February 7, 2027
Debt Instrument [Line Items]
Long-term Debt		$ 1,471,741		1,470,944
Station Casinos LLC | Line of Credit | Term Loan B Facility, Due February 7, 2027 | London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate		2.25%
Station Casinos LLC | Line of Credit | Term Loan B Facility, Due February 7, 2027 | Base Rate
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate		1.25%
Station Casinos LLC | Line of Credit and Revolving Credit Facility | Minimum
Debt Instrument [Line Items]
Interest Coverage Ratio		2.50
Station Casinos LLC | Line of Credit and Revolving Credit Facility | Maximum | First Period
Debt Instrument [Line Items]
Consolidated Total Leverage Ratio		6.50
Station Casinos LLC | Line of Credit and Revolving Credit Facility | Maximum | Last Period
Debt Instrument [Line Items]
Consolidated Total Leverage Ratio		5.25
Station Casinos LLC | Line of Credit and Revolving Credit Facility | Revolving Credit Facility and Term Loan A Facility, Due February 7, 2025 | London Interbank Offered Rate (LIBOR) | Minimum
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate		1.50%
Station Casinos LLC | Line of Credit and Revolving Credit Facility | Revolving Credit Facility and Term Loan A Facility, Due February 7, 2025 | London Interbank Offered Rate (LIBOR) | Maximum
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate		1.75%
Station Casinos LLC | Line of Credit and Revolving Credit Facility | Revolving Credit Facility and Term Loan A Facility, Due February 7, 2025 | Base Rate | Minimum
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate		0.50%
Station Casinos LLC | Line of Credit and Revolving Credit Facility | Revolving Credit Facility and Term Loan A Facility, Due February 7, 2025 | Base Rate | Maximum
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate		0.75%
Station Casinos LLC | Revolving Credit Facility | Revolving Credit Facility Due February 7, 2025
Debt Instrument [Line Items]
Debt Instrument, Unused Borrowing Capacity, Amount		$ 826,700
Long-term Debt		175,000		0
Outstanding Letters of Credit, Amount		29,400
Station Casinos LLC | Senior Notes | 5.00% Senior Notes, Due October 1, 2025
Debt Instrument [Line Items]
Long-term Debt		$ 278,281		$ 526,260
Debt Instrument, Interest Rate, Stated Percentage	5.00%	5.00%		5.00%
Debt Instrument, Early Redemption, Aggregate Principal Amount	$ 250,000
Debt Instrument, Redemption Price, Percentage	102.50%
Debt Instrument, Face Amount		$ 280,300
Loss on Extinguishment of Debt		8,100
Write off of Deferred Debt Issuance Cost		1,800
Redemption Premium		$ 6,300

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Derivative Instruments (Details) - Interest Rate Swap - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2021
Interest expense, net
Derivative [Line Items]
Reclassification adjustment from AOCI on derivatives	$ 0.7
Station Casinos LLC | Not Designated as Hedging Instrument | London Interbank Offered Rate (LIBOR)
Derivative [Line Items]
Average fixed interest rate paid		1.94%
Notional amount		$ 1,300.0
Amount of debt hedged		$ 1,300.0
Effective fixed interest rate of debt hedged		3.95%
Termination value		$ (7.8)

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Fair Value Measurements (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Interest Rate Swap | Recurring Basis
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate swaps (assets)	$ 0	$ 0
Interest Rate Swap | Recurring Basis | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate swaps (liabilities)	6,198,000	11,758,000
Station Casinos LLC
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Aggregate carrying amount of long-term debt	2,827,575,000	2,902,007,000
Station Casinos LLC | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Aggregate fair value of long-term debt	$ 2,868,000,000	$ 2,936,000,000

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Stockholders' Equity - Changes in ownership of Station Holdco LLC (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Changes in ownership of Station Holdco LLC [Line Items]
Net loss attributable to Red Rock Resorts, Inc.	$ (64,778)	$ (152,199)
Exchanges of noncontrolling interests	(2,822)	0
Red Rock Resorts, Inc. stockholders' equity
Changes in ownership of Station Holdco LLC [Line Items]
Net loss attributable to Red Rock Resorts, Inc.	(64,778)	(152,199)
Exchanges of noncontrolling interests	598	4,013
Rebalancing of ownership percentage between the Company and noncontrolling interests in Station Holdco	(151)	(1,745)
Net transfers from noncontrolling interests	447	2,268
Change from net loss attributable to Red Rock Resorts, Inc. and net transfers from noncontrolling interests	$ (64,331)	$ (149,931)

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Stockholders' Equity Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Class of Stock [Line Items]
Common Stock, Dividends, Per Share, Declared	$ 0	$ 0.10
Stock Repurchased and Retired During Period, Value	$ (11,712)	$ (68)
Equity Repurchase Program
Class of Stock [Line Items]
Stock Repurchase Program, Authorized Amount	$ 150,000
Stock Repurchased and Retired During Period, Shares	382,602		0
Stock Repurchased and Retired During Period, Value	$ 11,200
Stock Repurchased and Retired During Period, Weighted Average Price per Share	$ 29.39
Stock Repurchase Program, Remaining Authorized Repurchase Amount	$ 135,900

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Share-based Compensation Awards Under Equity Incentive Plan (Details) - Class A common stock	3 Months Ended
	Mar. 31, 2021 $ / shares shares
Restricted stock
Restricted Class A Common Stock
Restricted stock, balance at beginning of the period (in shares)	368,811
Restricted stock, granted in period (in shares)	147,930
Restricted stock, vested in period (in shares)	(74,386)
Restricted stock, forfeited in period (in shares)	(5,467)
Restricted stock, balance at end of the period (in shares)	436,888
Weighted-average grant date fair value
Weighted average grant date fair value, restricted stock balance at the beginning of the period (in usd per share) | $ / shares	$ 27.19
Weighted average grant date fair value, restricted stock granted (in usd per share) | $ / shares	28.66
Weighted average grant date fair value, restricted stock vested (in usd per share) | $ / shares	27.74
Weighted average grant date fair value, restricted stock forfeited or expired (in usd per share | $ / shares	28.24
Weighted average grant date fair value, restricted stock balance at the end of the period (in usd per share) | $ / shares	$ 27.58
Employee stock option
Stock Options
Options, balance at beginning of the period (in shares)	6,310,657
Options, granted in period (in shares)	1,295,986
Options, exercised in period (in shares)	(120,754)	[1]
Options, forfeited or expired in period (in shares)	(78,149)
Options, balance at end of the period (in shares)	7,407,740
Options, exercised in period but not converted into shares	92,838
Weighted-average exercise price
Weighted average exercise price, options balance at beginning of the period (in usd per share) | $ / shares	$ 25.80
Weighted average exercise price, options granted in period (in usd per share) | $ / shares	28.66
Weighted average exercise price, exercised in period (in usd per share) | $ / shares	20.78
Weighted average exercise price, options forfeited or expired in period (in usd per share) | $ / shares	28.87
Weighted average exercise price, options balance at end of the period (in usd per share) | $ / shares	$ 26.35

[1] Stock options exercised included 92,838 options that were not converted into shares due to net share settlements to cover the aggregate exercise price and employee withholding taxes.

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Share-based Compensation Narrative (Details) - USD ($) $ in Thousands, shares in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation	$ 2,741	$ 4,053
Compensation cost not yet recognized	$ 35,900
Compensation cost not yet recognized, period for recognition	3 years 1 month 6 days
Class A common stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized (in shares)	23.2
Number of shares available for grant (in shares)	12.1

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Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Effective Income Tax Rate Reconciliation
Effective income tax rate	(0.20%)	(175.20%)
Federal statutory income tax rate	21.00%
Components of Deferred Tax Assets and Liabilities
Deferred tax assets, valuation allowance	$ 174,900		$ 160,500
Unrecognized tax benefits	$ 1,200
Tax Receivable Agreement Liability
Realized tax benefits payable to related parties (as a percent of total realized tax benefits)	85.00%
Tax receivable agreement liability	$ 28,000		27,400
Recognition of tax receivable agreement liability resulting from exchanges of noncontrolling interests	$ 641	$ 1,997
London Interbank Offered Rate (LIBOR)
Tax Receivable Agreement Liability
Late payments, basis spread on variable rate at which interest is accrued	5.00%
Entities related to Frank J. Fertitta III and Lorenzo J Fertitta
Tax Receivable Agreement Liability
Tax receivable agreement liability	$ 9,000		$ 9,000

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Loss Per Share Reconciliation of Numerators and Denominators (Details) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Net Income (Loss) Available to Common Stockholders, Diluted
Net loss	$ (106,563)	$ (177,800)
Less: net loss attributable to noncontrolling interests	41,785	25,601
Net loss attributable to Red Rock, basic	(64,778)	(152,199)
Net loss attributable to Red Rock, diluted	$ (64,778)	$ (152,199)
Weighted Average Number of Shares Outstanding Reconciliation
Weighted average shares of Class A common stock outstanding, basic and diluted	70,728	69,962

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Loss Per Share Antidilutive Shares Excluded from Computation of Diluted (Details) - shares shares in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Class B common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	45,986	46,186
Employee stock option
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	7,408	7,222
Restricted stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	437	664

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Segment Reporting (Details) $ in Thousands		3 Months Ended
		Mar. 31, 2021 USD ($) Segment	Mar. 31, 2020 USD ($)
Segment Reporting Information [Line Items]
Net revenues		$ 352,619	$ 377,388
Net loss		(106,563)	(177,800)
Depreciation and amortization		54,255	58,534
Share-based compensation		2,741	4,053
Write-downs and other charges, net		260	8,807
Interest expense, net		27,267	36,058
Loss on extinguishment/modification of debt, net		8,140	11,411
Change in fair value of derivative instruments		128	20,010
Provision for income tax		217	113,185
Other		471	42
Adjusted EBITDA	[1]	156,649	74,300
Revenue from tenant leases		2,700	5,100
Casino
Segment Reporting Information [Line Items]
Net revenues		259,938	208,267
Food and beverage
Segment Reporting Information [Line Items]
Net revenues		46,872	88,331
Room
Segment Reporting Information [Line Items]
Net revenues		21,944	40,076
Other
Segment Reporting Information [Line Items]
Net revenues		15,557	21,357
Management fees
Segment Reporting Information [Line Items]
Net revenues		$ 8,308	19,357
Las Vegas Operations
Segment Reporting Information [Line Items]
Number of reportable segments | Segment		1
Net revenues		$ 342,817	356,465
Adjusted EBITDA	[1]	160,680	68,485
Las Vegas Operations | Casino
Segment Reporting Information [Line Items]
Net revenues		259,938	208,267
Las Vegas Operations | Food and beverage
Segment Reporting Information [Line Items]
Net revenues		46,872	88,331
Las Vegas Operations | Room
Segment Reporting Information [Line Items]
Net revenues		21,944	40,076
Las Vegas Operations | Other
Segment Reporting Information [Line Items]
Net revenues	[2]	13,842	19,694
Las Vegas Operations | Management fees
Segment Reporting Information [Line Items]
Net revenues		$ 221	97
Native American Management
Segment Reporting Information [Line Items]
Number of reportable segments | Segment		1
Adjusted EBITDA	[1]	$ 7,604	17,601
Native American Management | Management fees
Segment Reporting Information [Line Items]
Net revenues		8,087	19,260
Reportable Segments
Segment Reporting Information [Line Items]
Net revenues		350,904	375,725
Adjusted EBITDA	[1]	168,284	86,086
Corporate and Other
Segment Reporting Information [Line Items]
Adjusted EBITDA	[1]	(11,635)	(11,786)
Corporate and Other | Other
Segment Reporting Information [Line Items]
Net revenues		$ 1,715	$ 1,663

[1] Adjusted EBITDA includes net loss plus depreciation and amortization, share-based compensation, write-downs and other charges, net, asset impairment, interest expense, net, loss on extinguishment/modification of debt, net, change in fair value of derivative instruments, provision for income tax and other.

[2] Includes tenant lease revenue of $2.7 million and $5.1 million for the three months ended March 31, 2021 and 2020, respectively. Revenue from tenant leases is accounted for under the lease accounting guidance and included in Other revenues in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Loss.