---

---

---

---

---

---

---

---

---

---

Organization

Red Rock Resorts, Inc. (“Red Rock,” or the “Company”) was formed as a Delaware corporation in September 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. Station LLC also manages Graton Resort in northern California on behalf of a Native American tribe.

The Company owns all of the outstanding voting interests in Station LLC and has an indirect equity interest in Station LLC through its ownership of limited liability interests in Station Holdco LLC (“Station Holdco,” and such interests, “LLC Units”), which owns all of the economic interests in Station LLC. At June 30, 2020, the Company held 61% of the economic interests and 100% of the voting power in Station Holdco, as well as 100% of the voting interest in Station LLC, subject to certain limited exceptions, and is designated as the sole managing member of both Station Holdco and Station LLC. The Company controls and operates all of the business and affairs of Station Holdco and Station LLC, and conducts all of its operations through these entities.

Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted pursuant to such rules and regulations, although management believes that the disclosures are adequate to make the information presented not misleading. In the opinion of management, all adjustments necessary for a fair presentation of the results for the interim periods have been made, and such adjustments were of a normal recurring nature. The interim results reflected in these condensed consolidated financial statements are not necessarily indicative of results to be expected for the full fiscal year. These financial statements should be read in conjunction with the audited financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

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, 2019.

Recently Adopted Accounting Standards

In March 2020, the Financial Accounting Standards Board (“FASB”) issued temporary accounting guidance to ease the accounting effects of reform to the London Interbank Offered Rate (“LIBOR”) and other reference rates. The guidance contains optional expedients and exceptions that apply to accounting for contract modifications, hedging relationships, and other transactions affected by reference rate reform. The guidance is effective for all entities as of March 12, 2020 through December 31, 2022, and it may be applied from the beginning of an interim period or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020. The Company adopted this guidance beginning in the first quarter of 2020 and

---

elected to continue to assert probability of its hedging relationships regardless of any potential modifications in terms due to reference rate reform. The adoption did not have an impact on the Company’s financial position or results of operations.

In March 2020, a global pandemic was declared due to an outbreak of a new strain of coronavirus (“COVID-19”). In an effort to contain the spread of COVID-19, a statewide emergency order was issued mandating the closure of Nevada casinos. As a result, all of the Company’s Las Vegas properties were temporarily closed on March 17, 2020. As permitted under Phase 2 of Nevada’s COVID-19 response, on June 4, 2020, the Company reopened its Red Rock, Green Valley Ranch, Santa Fe Station, Boulder Station, Palace Station and Sunset Station properties, together with its Wildfire properties, subject to state-mandated occupancy and social distancing restrictions. The Company will assess the performance of the reopened properties before considering whether to reopen its Texas Station, Fiesta Henderson, Fiesta Rancho and Palms properties. The closures and occupancy and social distancing restrictions applicable to the Company’s reopened casinos have had, and are expected to continue to have, an adverse effect on the Company’s business and results of operations. The COVID-19 pandemic and related curtailment measures have had and will continue to have a detrimental impact on the United States and Las Vegas economies, including increased unemployment as well as reduced consumer confidence, discretionary spending and travel.

In addition, the Company’s managed property, Graton Resort, located in Northern California, was temporarily closed from March 17, 2020 through June 17, 2020. The Company’s agreements to manage Graton Resort were originally scheduled to expire in November 2020. The management agreements provide that their respective terms and expiration dates will be extended as a result of the closure; the length of such extension has not yet been determined.

During the first quarter of 2020, the economic effects of the COVID-19 pandemic described above had a significant adverse effect on the Company’s actual and projected operating results as well as its stock price. Management determined that those effects represented indicators of potential asset impairment. As a result, management performed interim impairment assessments as of March 31, 2020 for all of the Company’s indefinite-lived intangible assets, long-lived assets and goodwill. The impairment testing, which is discussed in the following paragraphs, resulted in the recognition of no impairment losses. Although the economic impacts of the COVID-19 pandemic are ongoing, management determined that there were no new indicators of impairment during the second quarter of 2020 and therefore no impairment testing was performed as of June 30, 2020. However, the Company cannot predict the future impact or duration of the negative effects of the COVID-19 pandemic and as a result, cannot reasonably predict the probability or amount of impairment losses that may be incurred in future periods.

The Company’s long-lived assets and goodwill are tested for impairment at the reporting unit level, and each of the Company’s operating properties is considered a separate reporting unit.     The valuations used by management to assess the Company’s assets for impairment incorporate inherent uncertainties that are difficult to predict in the current economic environment. When evaluating assets for impairment, management must make numerous highly subjective and judgmental estimates and assumptions, all of which are subject to a variety of risks and uncertainties, and many of which are based on significant unobservable inputs. The most significant assumptions and inputs used by management in evaluating the Company’s assets for impairment are projected short-term and long-term operating results and cash flows, projected capital expenditures, estimated long-term growth rates and the weighted-average cost of capital of market participants, adjusted for the risk profile of the assets being evaluated. The timing and trajectory of the expected post-pandemic economic recovery is unknown, and accordingly, management’s estimates and assumptions are likely to change as more information becomes available. Management believes that it has made reasonable estimates and judgments in performing its analysis in light of the unprecedented risks and uncertainties surrounding the COVID-19 pandemic. However, if actual results in future periods differ

---

materially from the Company’s projected results and the related assumptions utilized in management’s analysis, the Company could be required to recognize impairment losses in future periods.

Long-lived Assets

The Company’s business is capital intensive and a significant portion of its capital is invested in property and equipment and other long-lived assets. At June 30, 2020, the carrying amount of the Company’s long-lived assets, excluding goodwill and indefinite-lived intangible assets, was approximately $3.3 billion.

The Company reviews its long-lived assets, other than goodwill and indefinite-lived intangible assets, for impairment whenever events or changes in circumstances indicate the carrying amount of an asset or asset group may not be recoverable. The Company evaluates the recoverability of its long-lived assets’ carrying amounts by comparing the estimated future cash flows of the asset or asset group, on an undiscounted basis, to its carrying amount. If the undiscounted estimated future cash flows exceed the carrying amount of the asset or asset group, including any related goodwill, no impairment is indicated.

Management tested the Company’s long-lived assets for recoverability at March 31, 2020, and the estimated undiscounted future cash flows of all of the operating properties’ asset groups exceeded their carrying amounts. If the Company’s actual or projected operating results or cash flows decline in future periods, the Company could be required to recognize a long-lived asset impairment loss.

Goodwill and Indefinite-lived Intangibles

The Company tests its goodwill and indefinite-lived intangible assets for impairment annually as of October 1, and whenever events or circumstances indicate that it is more likely than not that impairment may have occurred. At June 30, 2020, the carrying amount of the Company’s goodwill totaled $195.7 million, of which approximately $169.9 million or 87% was associated with one of its operating properties. At June 30, 2020, the carrying amount of the Company’s indefinite-lived intangible assets totaled $77.5 million.

Management tested the Company’s indefinite-lived intangible assets, primarily representing its brands, for impairment as of March 31, 2020 by comparing the estimated fair values of the assets to their respective carrying amounts. Fair values were estimated using a derivation of the income approach to value, which is based on the present value of estimated royalties avoided through ownership of the assets. The primary inputs to the valuation of the Company’s brands are projected revenues and the discount rate, which is based on the weighted-average cost of capital of market participants, adjusted for a risk premium. Management concluded that no impairment of the Company’s brands had occurred because the carrying amount of each of the brands did not exceed its respective estimated fair value. If the growth and timing of the Company’s actual revenues do not meet management’s projections, or if management’s projections of future revenues decline, the Company could be required to recognize impairment losses for its brands in future periods.

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 and six months ended June 30, 2020, approximately 0.1 million and 0.7 million LLC Units, respectively, together with an equal number of Class B common shares held by noncontrolling interest holders, were exchanged for Class A common shares, which increased

---

Red Rock’s ownership interest in Station Holdco. No Class B common shares and LLC Units were exchanged for Class A common shares during the three and six months ended June 30, 2019.

The ownership of the LLC Units is summarized as follows:        

	June 30, 2020						December 31, 2019
	Units			Ownership %			Units			Ownership %
Red Rock	71,227,537			60.7	%		70,465,422			60.1	%
Noncontrolling interest holders	46,085,804			39.3	%		46,827,370			39.9	%
Total	117,313,341			100.0	%		117,292,792			100.0	%

The Company uses monthly weighted-average LLC Unit ownership to calculate the pretax (loss) income and other comprehensive 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.

North Fork Rancheria of Mono Indians

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 slot machines, approximately 40 table games and several restaurants, and the cost of the project is expected to be between $250 million and $300 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. The Company will contribute significant financial support to the North Fork Project. Through June 30, 2020, the Company has paid approximately $34.3 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 third-party financing or from the Mono’s gaming revenues; 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 June 30, 2020, the carrying amount of the advances was $19.2 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 18 to 30 months and estimates that the North Fork Project would be completed and opened for business approximately 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 third-party 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 65% to 75% at June 30, 2020. 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 June 30, 2020 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 (see North Fork Rancheria of Mono Indians v. State of California) 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 with the City and County were amended in December 2016 to restructure the timing of certain payments due to delays in the development of the North Fork Project.

---

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 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, an appellate court ruled in favor of the Stand Up plaintiffs concluding that Governor Brown exceeded his authority in concurring in the Secretary’s determination that gaming on the North Fork Site would be in the best interest of the tribe and not detrimental to the surrounding community. The appellate court’s decision reversed the trial court’s previous ruling in favor of the Mono. The Mono and the State filed petitions in the Supreme Court of California seeking review of the appellate court’s decision. In March 2017, the Supreme Court of California granted the Mono and State’s petitions for review and 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. The United Auburn case was fully briefed in December 2017. Oral argument was held on June 2, 2020 and a decision is expected in August 2020.

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. In May 2017, the court stayed the case for six months by agreement of the parties and scheduled a status conference in November 2017 to address how the case should proceed in light of the California Supreme Court’s granting of the Mono and State’s petitions for review in Stand Up for California! v. Brown. The case remains stayed.

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. With respect to the portion of the case that was reversed and remanded, a briefing schedule has been established which has the briefing completed in November 2020.

---

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

	June 30, 2020				December 31, 2019
Contract and customer-related liabilities:
Rewards Program liability	$	21,238			$	21,392
Advance deposits and future wagers	14,125				22,185
Unpaid wagers, outstanding chips and other customer-related liabilities	16,017				19,722
Other accrued liabilities:
Accrued payroll and related	32,388				57,438
Accrued gaming and related	12,443				27,490
Construction payables and equipment purchase accruals	11,563				27,462
Operating lease liabilities, current portion	3,502				3,646
Other	30,173				21,225
	$	141,449			$	200,560

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

	June 30, 2020				December 31, 2019
Term Loan B Facility due February 7, 2027, interest at a margin above LIBOR or base rate (2.50% at June 30, 2020), net of unamortized discount and deferred issuance costs of $32.2 million at June 30, 2020	$	1,490,024			$	—
Term Loan B Facility due June 8, 2023, interest at a margin above LIBOR or base rate (4.30% at December 31, 2019), net of unamortized discount and deferred issuance costs of $33.7 million at December 31, 2019	—				1,766,757
Term Loan A Facility due February 7, 2025, interest at a margin above LIBOR or base rate (1.93% at June 30, 2020), net of unamortized discount and deferred issuance costs of $2.4 million at June 30, 2020	184,149				—
Term Loan A Facility due March 8, 2023, interest at a margin above LIBOR or base rate (3.55% at December 31, 2019), net of unamortized discount and deferred issuance costs of $2.5 million at December 31, 2019	—				186,394
Term Loan A Facility due June 8, 2022, interest at a margin above LIBOR or base rate (3.80% at December 31, 2019), net of unamortized discount and deferred issuance costs of $0.6 million at December 31, 2019	—				52,289
Revolving Credit Facility due February 7, 2025, interest at a margin above LIBOR or base rate (1.95% at June 30, 2020)	347,500				—
Revolving Credit Facility due March 8, 2023, interest at a margin above LIBOR or base rate (3.54% weighted average at December 31, 2019)	—				440,000
4.50% Senior Notes due February 15, 2028, net of unamortized discount and deferred issuance costs of $8.0 million at June 30, 2020	688,252				—
5.00% Senior Notes due October 1, 2025, net of unamortized deferred issuance costs of $4.5 million and $5.0 million at June 30, 2020 and December 31, 2019, respectively	533,820				545,011
Other long-term debt, weighted-average interest of 3.83% at June 30, 2020 and December 31, 2019, net of unamortized discount and deferred issuance costs of $0.4 million at June 30, 2020 and December 31, 2019	42,342				42,840
Total long-term debt	3,286,087				3,033,291
Current portion of long-term debt	(20,174		)		(33,989		)
Total long-term debt, net	$	3,265,913			$	2,999,302

---

Credit Facility

On February 7, 2020, Station LLC amended its existing credit facility agreement (the “Credit Facility”) to, among other things, (a) extend the maturity date under each of the Term Loan A Facility and the Revolving Credit Facility to February 7, 2025 and extend the maturity date under the Term Loan B Facility to February 7, 2027; (b) increase the outstanding borrowing availability under the Revolving Credit Facility to approximately $1.03 billion; (c) (i) reduce the applicable margin under the Term Loan B Facility to 2.25%, (ii) reduce the LIBOR “floor” under the Term Loan B Facility to 0.25% and (iii) provide for benchmark replacement mechanics in respect of the discontinuation of LIBOR; (d) increase the consolidated total leverage ratios at which the applicable margin under the Term Loan A Facility and the Revolving Credit Facility steps down to 4.00 to 1.00; (e) set the consolidated total leverage ratios for the Term Loan B Facility excess cash flow prepayment step-down to 5.00 to 1.00 for the reduction to 25% and to 4.50 to 1.00 for the reduction to 0%; (f) adjust the application, availability, calculation and sizing of certain covenants; and (g) modify the requirement that the Company maintain a maximum consolidated total leverage ratio of not more than 6.50 to 1.00 through the fiscal quarter ending December 31, 2021, which incrementally reduces to 5.25 to 1.00 for the fiscal quarter ending December 31, 2023 and each fiscal quarter thereafter.

As a result of the amendment, the Revolving Credit Facility and the Term Loan A Facility no longer have multiple tranches. Amounts outstanding under the Revolving Credit Facility and the Term Loan A Facility bear interest at either LIBOR or base rate, at Station LLC’s option, plus a spread that is dependent on Station LLC’s consolidated total leverage ratio as shown below:

Consolidated Total Leverage Ratio		Revolving Credit Facility and Term Loan A Facility due February 7, 2025
		LIBOR			Base Rate
Greater than 4.00 to 1.00		1.75	%		0.75	%
Less than or equal to 4.00 to 1.00		1.50	%		0.50	%

The Company evaluated the Credit Facility amendment on a lender-by-lender basis and accounted for the majority of the amendment as a debt modification. The Company capitalized $5.1 million in new costs, primarily lender fees, and recognized a loss on debt extinguishment and modification of $12.5 million, comprised of $8.8 million in new third-party costs incurred and $3.7 million of previously deferred costs.

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 June 30, 2020 to 5.25 to 1.00 at December 31, 2023 and thereafter. A breach of the financial ratio covenants shall only become an event of default under the Term Loan B Facility if the lenders within the Term Loan A Facility and the Revolving Credit Facility take certain affirmative actions after the occurrence of a default of such financial ratio covenants. Management believes the Company was in compliance with all applicable covenants at June 30, 2020. The Company expects to remain in compliance with its debt covenants; however, if the current economic downturn persists, the Company may seek waivers or amendments from the lenders in order to avoid a potential covenant violation. A covenant waiver may lead to increased costs, increased interest rates, additional restrictive covenants and other available lender protections that would be applicable. There can be no assurance that the Company would be able to obtain waivers or amendments with acceptable terms or in a timely manner. Without such waivers or the ability to repay the outstanding borrowings, an event of default or acceleration of principal amounts due could occur, which would have a material adverse effect on the Company.

Revolving Credit Facility

At June 30, 2020, Station LLC’s borrowing availability under its Revolving Credit Facility, subject to continued compliance with the terms of the Credit Facility, was $651.3 million, which was net of $347.5 million in outstanding borrowings and $32.3 million in outstanding letters of credit and similar obligations.

Senior Notes

On February 7, 2020, Station LLC issued $750.0 million in aggregate principal amount of 4.50% senior notes due 2028 (“4.50% Senior Notes”) pursuant to an indenture dated as of February 7, 2020, among Station LLC, the guarantors party thereto and Wells Fargo Bank, National Association, as Trustee. The net proceeds of the sale of the 4.50% Senior Notes were used (i) to repay a portion of the amounts outstanding under the Credit Facility, (ii) to pay fees and costs associated with the offering and (iii) for general corporate purposes. Interest on the 4.50% Senior Notes will be paid every six months in arrears on February 15 and August 15, commencing on August 15, 2020.

---

The indenture governing the 4.50% Senior Notes contains a number of customary covenants that, among other things and subject to certain exceptions, restrict the ability of Station LLC and its restricted subsidiaries to incur or guarantee additional indebtedness; issue disqualified stock or create subordinated indebtedness that is not subordinated to the 4.50% Senior Notes; create liens; engage in mergers, consolidations or asset dispositions; enter into certain transactions with affiliates; engage in lines of business other than its core business and related businesses; or make investments or pay distributions (other than customary tax distributions). These covenants are subject to a number of exceptions and qualifications as set forth in the indenture. The indenture governing the 4.50% Senior Notes also provides for events of default which, if any of them occurs, would permit or require the principal of and accrued interest on such 4.50% Senior Notes to be declared due and payable.

During the second quarter of 2020, the Company repurchased $53.7 million in aggregate principal amount of its 4.50% Senior Notes and $11.7 million in aggregate principal amount of its 5.00% senior notes due 2025. These early debt repurchases resulted in a $12.0 million gain on extinguishment, which included purchase rate discounts as well as unamortized discount and deferred issuance costs on the retired principal amounts.

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 primary 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 forward-starting 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. Station LLC’s interest rate swaps each have one-year terms that run consecutively through July 2021, with predetermined fixed pay rates that increase with each new term to more closely align with the one-month LIBOR forward curve as of the trade date of the interest rate swap. At June 30, 2020, Station LLC’s interest rate swaps effective for the current one-year term had a weighted-average fixed pay rate of 1.73%, a combined notional amount of $1.4 billion and effectively converted $1.4 billion of Station LLC’s variable interest rate debt to a fixed rate of 3.88%. In July 2020, the final one-year term of the interest rate swaps commenced, the weighted-average fixed pay rate increased to 1.94% and the combined notional amount of the interest rate swaps was reduced to $1.3 billion.

Derivative instruments are presented at fair value 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 are reflected in Change in fair value of derivative instruments in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income 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 June 30, 2020, the termination value of Station LLC’s interest rate swaps, including accrued interest, was a net liability of $24.1 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.

The fair values of Station LLC’s interest rate swaps, exclusive of accrued interest, as well as their classification on the Condensed Consolidated Balance Sheets, are presented below (amounts in thousands):

	June 30, 2020				December 31, 2019
Interest rate swaps not designated in hedge accounting relationships:
Other accrued liabilities	$	311			$	440
Other long-term liabilities	22,455				5,227

---

Information about pretax gains and losses on derivative financial instruments is presented below (amounts in thousands):

Derivatives Not Designated in Hedge Accounting Relationships		Location of Loss on Derivatives Recognized in Income		Amount of Loss on Derivatives Recognized in Income
				Three Months Ended June 30,								Six Months Ended June 30,
				2020				2019				2020				2019
Interest rate swaps		Change in fair value of derivative instruments		$	(1,250	)		$	(12,958	)		$	(21,260	)		$	(19,596	)

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, are being amortized as a reduction of interest expense through July 2020 as the hedged interest payments occur. During the three months ended June 30, 2020 and 2019, $0.6 million and $0.7 million, respectively, in deferred net gains were reclassified from accumulated other comprehensive loss to Interest expense, net in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income. During the six months ended June 30, 2020 and 2019, $1.3 million and $1.5 million, respectively, in deferred net gains were similarly reclassified.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

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

	June 30, 2020				December 31, 2019				Level of Fair Value Hierarchy
Liabilities
Interest rate swaps	$	22,766			$	5,667			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 incorporated 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 June 30, 2020 or December 31, 2019.

Fair Value of Long-term Debt

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

	June 30, 2020				December 31, 2019
Aggregate fair value	$	3,037			$	3,109
Aggregate carrying amount	3,286				3,033

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.

On May 19, 2020, the Company announced that its Board of Directors had suspended the payment of dividends for the remainder of 2020. Accordingly, during the three months ended June 30, 2020, the Company paid no dividend. During the six months ended June 30, 2020, the Company declared and paid a cash dividend of $0.10 per share of Class A common stock. During the three and six months ended June 30, 2019, the Company declared and paid cash dividends of $0.10 and $0.20 per share of Class A common stock, respectively.

---

Changes in Accumulated Other Comprehensive Loss

The following table presents changes in accumulated other comprehensive loss, net of tax and noncontrolling interest, by component for the six months ended June 30, 2020 (amounts in thousands):

	Accumulated Other Comprehensive Loss
	Unrealized gains on interest rate swaps, net of tax				Unrecognized pension liability, net of tax				Total
Balances, December 31, 2019	$	(174	)		$	(467	)		$	(641	)
Amounts reclassified into income	(786		)		46				(740		)
Net current-period other comprehensive (loss) income	(786		)		46				(740		)
Exchanges of noncontrolling interests for Class A common stock	1				—				1
Rebalancing of ownership percentage between the Company and noncontrolling interests in Station Holdco	(2		)		—				(2		)
Balances, June 30, 2020	$	(961	)		$	(421	)		$	(1,382	)

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

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

	Three Months Ended June 30,								Six Months Ended June 30,
	2020				2019				2020				2019
Net (loss) income attributable to Red Rock Resorts, Inc.	$	(71,542	)		$	(3,846	)		$	(223,741	)		$	7,477
Transfers from (to) noncontrolling interests:
Exchanges of noncontrolling interests for Class A common stock	399				—				4,412				—
Rebalancing of ownership percentage between the Company and noncontrolling interests in Station Holdco	(1,365		)		(1,793		)		(3,110		)		(4,347		)
Net transfers (to) from noncontrolling interests	(966		)		(1,793		)		1,302				(4,347		)
Change from net (loss) income attributable to Red Rock Resorts, Inc. and net transfers (to) from noncontrolling interests	$	(72,508	)		$	(5,639	)		$	(222,439	)		$	3,130

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 12.7 million shares were available for issuance at June 30, 2020.

---

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, 2020	712,447			$	26.75			7,396,507			$	25.79
Activity during the period:
Granted	19,290			27.22				—			—
Vested/exercised	(83,970	)		22.76				(24,022	)		20.19
Forfeited or expired	(16,208	)		28.15				(407,909	)		27.31
Outstanding at June 30, 2020	631,559			$	27.26			6,964,576			$	25.72

The Company recognized share-based compensation expense of $3.6 million and $7.6 million for the three and six months ended June 30, 2020, respectively, and $4.5 million and $8.4 million for the three and six months ended June 30, 2019, respectively. At June 30, 2020, unrecognized share-based compensation cost was $32.6 million, which is expected to be recognized over a weighted-average period of 2.4 years.

Write-downs and other charges, net include various charges related to non-routine transactions, such as net losses on asset disposals, redevelopment and preopening expenses, severance, business innovation and technology enhancements.

For the three and six months ended June 30, 2020, write-downs and other charges, net were $15.5 million and $24.3 million, respectively, which included net losses on asset disposals, severance, incremental expenses related to the COVID-19 pandemic, and contract termination costs and other expenses related to various technology projects. For the three and six months ended June 30, 2019, write-downs and other charges, net were $8.8 million and $32.6 million, respectively, which included $4.7 million and $25.3 million, respectively, in redevelopment and preopening expenses at Palms, comprising various costs associated with the brand repositioning campaign, as well as preopening related to new restaurants, nightclubs, bars and other amenities.

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. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted in response to the COVID-19 pandemic. The CARES Act includes many measures to assist companies, including temporary changes to income and non-income-based tax laws, some of which were enacted under the Tax Cuts and Jobs Act of 2017.

The Company’s effective tax rate for the three and six months ended June 30, 2020 was 0.0% and (61.8)%, respectively, including discrete items, as compared to 11.9% and 6.8% for the three and six months ended June 30, 2019. The Company’s effective tax rate for the three and six months ended June 30, 2020 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 June 30, 2020 and December 31, 2019, the valuation allowance was $177.9 million and $39.9 million, respectively.

The Company recorded $5.9 million of unrecognized tax benefits as of June 30, 2020. 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 income tax returns in federal and state jurisdictions. The Company is under federal audit 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 June 30, 2020 and December 31, 2019, the Company’s liability under the TRA was $27.4 million and $25.1 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 and six months ended June 30, 2020, exchanges of LLC Units resulted in increases in the amounts payable under the TRA liability of $0.3 million and $2.3 million, respectively, which were recorded through stockholders’ equity. No LLC Units were exchanged during the three and six months ended June 30, 2019.

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.

---

Basic (loss) earnings per share is calculated by dividing net (loss) income attributable to Red Rock by the weighted-average number of shares of Class A common stock outstanding during the period. The calculation of diluted earnings per share gives effect to all potentially dilutive shares, including shares issuable pursuant to outstanding stock options and nonvested restricted shares of Class A common stock, based on the application of the treasury stock method, and outstanding Class B common stock that is exchangeable, along with an equal number of LLC Units, for Class A common stock, based on the application of the if-converted method. For the three and six months ended June 30, 2020, and for the three months ended June 30, 2019, 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. Dilutive shares included in the calculation of diluted earnings per share for the six months ended June 30, 2019 represent outstanding shares of Class B common stock, nonvested restricted shares of Class A common stock and outstanding stock options. All other potentially dilutive securities have been excluded from the calculation of diluted earnings per share because their inclusion would have been antidilutive.

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

	Three Months Ended June 30,								Six Months Ended June 30,
	2020				2019				2020				2019
Net (loss) income	$	(118,417	)		$	(7,067	)		$	(296,217	)		$	13,217
Less: net loss (income) attributable to noncontrolling interests	46,875				3,221				72,476				(5,740		)
Net (loss) income attributable to Red Rock, basic	(71,542		)		(3,846		)		(223,741		)		7,477
Effect of dilutive securities	—				—				—				4,534
Net (loss) income attributable to Red Rock, diluted	$	(71,542	)		$	(3,846	)		$	(223,741	)		$	12,011

	Three Months Ended June 30,						Six Months Ended June 30,
	2020			2019			2020			2019
Weighted-average shares of Class A common stock outstanding, basic	70,518			69,556			70,240			69,477
Effect of dilutive securities	—			—			—			47,238
Weighted-average shares of Class A common stock outstanding, diluted	70,518			69,556			70,240			116,715

The calculation of diluted (loss) earnings per share of Class A common stock excluded the following potentially dilutive shares that were outstanding at June 30, 2020 and 2019, respectively, because their inclusion would have been antidilutive (amounts in thousands):

	Three Months Ended June 30,						Six Months Ended June 30,
	2020			2019			2020			2019
Shares issuable in exchange for Class B common stock and LLC Units	46,086			46,884			46,086			—
Shares issuable upon exercise of stock options	6,965			5,802			6,965			5,802
Shares issuable upon vesting of restricted stock	632			283			632			283

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.

---

Lessee

The components of lease expense were as follows (amounts in thousands):

	Three Months Ended June 30,								Six Months Ended June 30,
	2020				2019				2020				2019
Operating lease cost	$	1,318			$	1,282			$	2,641			$	2,564
Short-term lease cost	485				2,087				1,135				3,901
Variable lease cost	1,446				7,023				7,410				13,807
Total lease expense	$	3,249			$	10,392			$	11,186			$	20,272

Supplemental balance sheet information related to leases under which the Company is the lessee was as follows (amounts in thousands):

	June 30, 2020				December 31, 2019
Operating lease right-of-use assets	$	13,480			$	13,099
Operating lease liabilities:
Current portion	$	3,502			$	3,646
Noncurrent portion	11,884				10,675
Total operating lease liabilities	$	15,386			$	14,321

Weighted-average remaining lease term - operating leases	30.9 years			33.5 years
Weighted-average discount rate - operating leases	5.28	%		5.40	%

Supplemental cash flow information related to leases under which the Company is the lessee was as follows (amounts in thousands):

	Six Months Ended June 30,
	2020				2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	1,613			$	3,185
Right-of-use assets obtained in exchange for new lease liabilities:
Operating leases	$	1,290			$	—

Future minimum lease payments required under all operating leases with initial or remaining non-cancelable lease terms in excess of one year as of June 30, 2020 are as follows (amounts in thousands):

Year Ending December 31,
2020 (a)	$	2,790
2021	3,187
2022	1,657
2023	862
2024	727
Thereafter	43,207
Total future lease payments	52,430
Less imputed interest	(37,044		)
Total operating lease liabilities	$	15,386

____________________________________

(a)	Amount represents minimum lease payments for the remainder of the year.

---

Lessor

For the three and six months ended June 30, 2020, revenue from tenant leases was $2.5 million and $7.6 million, respectively, and for the three and six months ended June 30, 2019, revenue from tenant leases was $6.3 million and $12.1 million, respectively. Revenue from tenant leases is included in Other revenues in the Company’s Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income. At June 30, 2020, the Company’s tenant leases had remaining lease terms ranging from less than one year to approximately 21 years.

The following table presents undiscounted future minimum rentals to be received under operating leases as of June 30, 2020 (amounts in thousands):

Year Ending December 31,
2020 (a)	$	3,674
2021	9,441
2022	6,852
2023	5,511
2024	4,664
Thereafter	11,445
	$	41,587

____________________________________

(a)	Amount represents minimum rentals to be received for the remainder of the year.

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.

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 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) income to Adjusted EBITDA are presented below (amounts in thousands).

	Three Months Ended June 30,								Six Months Ended June 30,
	2020				2019				2020				2019
Net revenues
Las Vegas operations:
Casino	$	75,608			$	245,268			$	283,875			$	490,201
Food and beverage	14,985				137,791				103,316				242,724
Room	5,491				49,311				45,567				97,386
Other (a)	4,890				25,242				24,584				49,508
Management fees	46				141				143				304
Las Vegas operations net revenues	101,020				457,753				457,485				880,123
Native American management:
Management fees	5,894				23,452				25,154				46,448
Reportable segment net revenues	106,914				481,205				482,639				926,571
Corporate and other	1,556				1,663				3,219				3,319
Net revenues	$	108,470			$	482,868			$	485,858			$	929,890
Net (loss) income	$	(118,417	)		$	(7,067	)		$	(296,217	)		$	13,217
Adjustments
Depreciation and amortization	57,924				55,835				116,458				106,688
Share-based compensation	3,589				4,532				7,642				8,385
Write-downs and other charges, net	15,466				8,846				24,273				32,574
Interest expense, net	33,980				40,981				70,038				78,419
(Gain) loss on extinguishment/modification of debt, net	(11,164		)		—				247				302
Change in fair value of derivative instruments	1,250				12,958				21,260				19,596
(Benefit) provision for income tax	—				(953		)		113,185				966
Other	121				83				163				152
Adjusted EBITDA (b)	$	(17,251	)		$	115,215			$	57,049			$	260,299
Adjusted EBITDA
Las Vegas operations	$	(12,095	)		$	105,995			$	56,390			$	240,749
Native American management	5,207				21,950				22,808				43,426
Reportable segment Adjusted EBITDA	(6,888		)		127,945				79,198				284,175
Corporate and other	(10,363		)		(12,730		)		(22,149		)		(23,876		)
Adjusted EBITDA	$	(17,251	)		$	115,215			$	57,049			$	260,299

_______________________________________________________________

(a)	Includes tenant lease revenue which is accounted for under the lease accounting guidance. See Note 15.

(b)

Adjusted EBITDA includes net (loss) income plus depreciation and amortization, share-based compensation, write-downs and other charges, net (including net losses on asset disposals, severance, incremental expenses related to the COVID-19 pandemic, redevelopment and preopening expenses, business innovation and technology enhancements), interest expense, net, (gain) loss on extinguishment/modification of debt, net, change in fair value of derivative instruments, (benefit) provision for income tax and other.

Beginning in the first quarter of 2020, the Company changed its methodology for allocating certain corporate technology expenses to its reportable segments. Historically, all technology costs incurred at the corporate level were allocated to the Company’s operating properties on a pro rata basis. Under the new methodology, only technology costs that are directly related to operating properties are allocated to those properties, and expenses associated with corporate technology initiatives remain within corporate expense. Such corporate technology expenses were $3.3 million and $7.7 million for the three and six months ended June 30, 2020, respectively, and $4.3 million and $8.6 million, for the three and six months ended June 30, 2019,

---

respectively. The amounts for the prior year periods have been reclassified from the Las Vegas operations segment to Corporate and other within reportable segment Adjusted EBITDA to conform with the current year presentation.

---

---

•	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.

•	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.

•	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.

---

---

---

---

---

---

---

---

---

---

---

---

(a)	Exhibits

---