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What changed in Red Rock Resorts, Inc.'s 10-K2023 vs 2024

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Paragraph-level year-over-year comparison of Red Rock Resorts, Inc.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+287 added266 removedSource: 10-K (2025-02-21) vs 10-K (2024-02-21)

Top changes in Red Rock Resorts, Inc.'s 2024 10-K

287 paragraphs added · 266 removed · 228 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

45 edited+17 added4 removed107 unchanged
Biggest changeOur casinos and hotels use significant amounts of electricity, natural gas, other forms of energy and water. The southwest United States is currently experiencing a series of long-lasting drought phases, which may result in governmentally-imposed restrictions on water use or increases in the cost of water.
Biggest changeThe southwest United States has experienced a series of long-lasting drought phases, which has resulted in governmentally-imposed restrictions on water use or increases in the cost of water, including restrictions on the use of water features in new developments and the prevention of the use of evaporative cooling in connection with certain new development activity in several of the jurisdictions in which we operate.
In addition to the Fertitta Family Entities owning 90.1% of the combined voting power of our common stock, which permits them to control decisions made by our stockholders, including election of directors and change of control transactions, our amended and restated certificate of incorporation and bylaws contain provisions that make it harder for a third party to acquire us.
In addition to the Fertitta Family Entities owning 90% of the combined voting power of our common stock, which permits them to control decisions made by our stockholders, including election of directors and change of control transactions, our amended and restated certificate of incorporation and bylaws contain provisions that make it harder for a third party to acquire us.
Any losses we incur that are not adequately covered by insurance may decrease our future operating income, require us to fund replacements or repairs for destroyed property and reduce the funds available for payments of our obligations. We renew our insurance policies on an annual basis.
Any losses we incur that are not adequately covered by insurance may decrease our future operating income, require us to fund replacements or repairs for destroyed property and reduce the funds available for payments of our existing obligations. We renew our insurance policies on an annual basis.
Our business requires the collection and retention of large volumes of data about our customers, employees, suppliers and business partners, including customer credit card numbers and other personally identifiable information of our customers and employees, in various information systems that we maintain and in those maintained by third-party service providers.
Our business requires the collection and retention of large volumes of data about our customers, employees, suppliers and business partners, including credit card numbers and other personally identifiable information, in various systems that we maintain and in those maintained by third-party service providers.
Private parties may also bring claims arising from the presence of hazardous materials on a site or exposure to such materials. We are currently involved in monitoring activities at or adjacent to a few of our sites due to historical or nearby operations.
Private parties may also bring claims arising from the presence of hazardous materials on a site or upon exposure to such materials. We are currently involved in monitoring activities at or adjacent to a few of our sites due to historical or nearby operations.
Assuming no material changes in the relevant tax law and based on our current operating plan and other assumptions, including our estimate of the tax basis of our assets as of December 31, 2023 and that Red Rock earns sufficient taxable income to realize all the tax benefits that are subject to the TRA, we expect to make payments under the TRA over a period of approximately 40 years.
Assuming no material changes in the relevant tax law and based on our current operating plan and other assumptions, including our estimate of the tax basis of our assets as of December 31, 2024 and that Red Rock earns sufficient taxable income to realize all the tax benefits that are subject to the TRA, we expect to make payments under the TRA over a period of approximately 40 years.
Further, litigation involving visitors to our properties, even if without merit, can attract adverse media attention. As a result, litigation can have a material adverse effect on our businesses and, because we cannot predict the outcome of any action, it is possible that adverse judgments or settlements could significantly reduce our earnings or result in losses. ITEM 1B.
Further, litigation involving visitors to our properties, even if without merit, can attract adverse media attention. As a result, litigation can have a material adverse effect on our businesses and, because we cannot predict the outcome of any action, it is possible that adverse judgments or settlements could significantly reduce our earnings or result in losses.
Our ability to benefit from any depreciation or amortization deductions or to realize other tax benefits that we currently expect to be available as a result of the increases in tax basis created by the exchanges of LLC Units, and our ability to realize certain other tax benefits attributable to payments under the TRA itself, depend on a number of assumptions, including that we 32 Table of Contents earn sufficient taxable income each year during the period over which such deductions are available and that there are no adverse changes in applicable law or regulations.
Our ability to benefit from any depreciation or amortization deductions or to realize other tax benefits that we currently expect to be available as a result of the increases in tax basis created by the exchanges of LLC Units, and our ability to realize certain other tax benefits attributable to payments under the TRA itself, depend on a number of assumptions, including that we earn sufficient taxable income each year during the period over which such deductions are available and that there are no adverse changes in applicable law or regulations.
Due to their ownership, the Fertitta Family Entities have the power to control our management and affairs, including the power to: elect all of our directors; agree to sell or otherwise transfer a controlling stake in our Company, which may result in the acquisition of effective control of our Company by a third party; and determine the outcome of substantially all actions requiring stockholder approval, including transactions with related parties, corporate reorganizations, acquisitions and dispositions of assets and dividends.
Due to their ownership, the Fertitta Family Entities have the power to control our management and affairs, including the power to: 31 Table of Contents elect all of our directors; agree to sell or otherwise transfer a controlling stake in our Company, which may result in the acquisition of effective control of our Company by a third party; and determine the outcome of substantially all actions requiring stockholder approval, including transactions with related parties, corporate reorganizations, acquisitions and dispositions of assets and dividends.
To the extent Station LLC or Station Holdco is restricted from making such distributions pursuant to the terms of the agreements governing its debt or under applicable law or regulation, or is otherwise unable to provide such funds, it could materially and adversely affect Red 30 Table of Contents Rock’s liquidity and financial condition and impair Red Rock’s ability to pay taxes and other expenses, make payments under the TRA or pay dividends on the Class A common stock.
To the extent Station LLC or Station Holdco is restricted from making such distributions pursuant to the terms of the agreements governing its debt or under applicable law or regulation, or is otherwise unable to provide such funds, it could materially and adversely affect Red Rock’s liquidity and financial condition and impair Red Rock’s ability to pay taxes and other expenses, make payments under the TRA or pay dividends on the Class A common stock.
Any such restrictions on use of water or increases in cost could adversely impact our business and our results of operations. While no shortages of energy have been experienced recently, we have experienced and are currently experiencing increases in the cost of energy.
Any such restrictions on use of water or increases in cost could adversely impact our development plans and business and our results of operations. While no shortages of energy have been experienced recently, we have experienced and are currently experiencing increases in the cost of energy.
Accordingly, you may need to sell your shares of Class A common stock to realize a return on your investment, and you may not be able to sell your shares above the price you paid for them. See Note 9 to the Consolidated Financial Statements.
Accordingly, you may need to sell your shares of Class A common stock to realize a return on your investment, and you may not be able to sell your shares above the price you paid for them. See Note 11 to the Consolidated Financial Statements.
A failure to comply with the covenants contained in the credit agreements, the indentures governing our senior notes, or other indebtedness that we may incur in the future could result in an event of default, which, if not cured or waived, could result in the acceleration of the indebtedness and have a material adverse effect on our business, financial condition and results of operations.
A failure to comply with the covenants contained in the credit agreements, the indentures governing our senior notes, or other indebtedness that we may incur in the future could result in an event of default, which, if not cured or waived, could 30 Table of Contents result in the acceleration of the indebtedness and have a material adverse effect on our business, financial condition and results of operations.
Failure to maintain the integrity of our internal or customer data, including defending our information systems against hacking, security breaches, computer malware, cyber-attacks and similar technology exploitation risks, could have an adverse effect on our results of operations and cash flows, and/or subject us to costs, fines or lawsuits.
Failure to maintain the integrity of our internal or customer data, including defending our information systems against hacking, security breaches, computer malware, cyberattacks and similar technology exploitation risks, could have an adverse effect on our results of operations and cash flows, and/or subject us to costs, fines or lawsuits.
Energy shortages or substantial or continuing increases in the cost of electricity have negatively affected our operating results in the past, and could adversely impact our business and our results of operations. Win rates for our gaming operations depend on a variety of factors, some beyond our control, and the winnings of our gaming customers could exceed our casino winnings.
Energy shortages or substantial or continuing increases in the cost of electricity have negatively affected our operating results in the past, and could adversely impact our business and our results of operations. 28 Table of Contents Win rates for our gaming operations depend on a variety of factors, some beyond our control, and the winnings of our gaming customers could exceed our casino winnings.
The Nevada Act also requires that beneficial owners of more than 10% of the voting securities of a Registered Corporation must apply, subject to certain exceptions, to the Nevada Commission for a finding of suitability within thirty days after the Chair of 33 Table of Contents the Nevada Board mails the written notice requiring such filing.
The Nevada Act also requires that beneficial owners of more than 10% of the voting securities of a Registered Corporation must apply, subject to certain exceptions, to the Nevada Commission for a finding of suitability within thirty days after the Chair of the Nevada Board mails the written notice requiring such filing.
Other than assets and liabilities related to income taxes and the tax receivable agreement, its only material assets are its equity interest in Station Holdco and its voting interest in Station LLC. In connection with the IPO, Red Rock entered into a tax receivable agreement (“TRA”) with certain pre-IPO owners of Station Holdco.
Other than assets and liabilities related to income taxes, the tax receivable agreement and an intercompany note receivable, its only material assets are its equity interest in Station Holdco and its voting interest in Station LLC. In connection with the IPO, Red Rock entered into a tax receivable agreement (“TRA”) with certain pre-IPO owners of Station Holdco.
Additionally, significant sales of our Class A common stock, whether by the principal equity holders or the Company, could have a significant effect on the price of our Class A common stock and, in the case of sales by the Company, a dilutive effect on existing stockholders. 34 Table of Contents We are subject to litigation in the ordinary course of our business.
Additionally, significant sales of our Class A common stock, whether by the principal equity holders or the Company, could have a significant effect on the price of our Class A common stock and, in the case of sales by the Company, a dilutive effect on existing stockholders. We are subject to litigation in the ordinary course of our business.
Cyber-attacks and security breaches may include, but are not limited to, attempts to access information, including customer and company information, computer malware such as viruses, denial of service, ransomware attacks that encrypt, 28 Table of Contents exfiltrate, or otherwise render data unusable or unavailable in an effort to extort money or other consideration as a condition to purportedly returning the data to a usable form, operator errors or misuse, or inadvertent releases of data, and other forms of electronic security breaches.
Cyberattacks and security breaches may include, but are not limited to, attempts to access information, including customer and company information, computer malware such as viruses, denial of service, ransomware attacks that encrypt, exfiltrate, or otherwise render data unusable or unavailable in an effort to extort money or other consideration as a condition to purportedly returning the data to a usable form, operator errors or misuse, or inadvertent releases of data, and other forms of electronic security breaches.
Our credit agreements and the indentures governing our senior notes contain a number of covenants that impose significant operating and financial restrictions on us, including certain limitations on our and our subsidiaries’ ability to, among other things: incur additional debt or issue certain preferred units; pay dividends on or make certain redemptions, repurchases or distributions or make other restricted payments; make certain investments; sell certain assets; create liens on certain assets; consolidate, merge, sell or otherwise dispose of all or substantially all of our assets; and 29 Table of Contents enter into certain transactions with our affiliates.
Our credit agreements and the indentures governing our senior notes contain several covenants that impose significant operating and financial restrictions on us, including certain limitations on our and our subsidiaries’ ability to, among other things: incur additional debt or issue certain preferred units; pay dividends on or make certain redemptions, repurchases or distributions or make other restricted payments; make certain investments; sell certain assets; create liens on certain assets; consolidate, merge, sell or otherwise dispose of all or substantially all of our assets; and enter into certain transactions with our affiliates.
In addition, the TRA provides that, in the event of a change of control, we are required to make a payment equal to the present value of estimated future payments under the TRA, which would result in a significant payment becoming due in the event of a change of control.
In addition, the TRA provides that, in the event of a change of control, we are required to make a payment equal to the present value of estimated 34 Table of Contents future payments under the TRA, which would result in a significant payment becoming due in the event of a change of control.
While our business as a whole is not substantially dependent on any one trademark or combination of several of our trademarks or other intellectual property, we seek to establish and maintain our 27 Table of Contents proprietary rights in our business operations through the use of trademarks.
While our business as a whole is not substantially dependent on any one trademark or any specific combination of several of our trademarks or other intellectual property, we seek to establish and maintain our proprietary rights in our business operations through the use of trademarks.
In addition, under the Exchange Agreement, each holder of shares our Class B common stock is entitled to exchange its LLC Units for shares of our Class A common stock, as described under “Class B Common Stock” within Note 9 to the Consolidated Financial Statements.
In addition, 33 Table of Contents under the Exchange Agreement, each holder of shares our Class B common stock is entitled to exchange its LLC Units for shares of our Class A common stock, as described under “Class B Common Stock” within Note 11 to the Consolidated Financial Statements.
At December 31, 2023, approximately 46 million LLC Units of Station Holdco were owned by our Continuing Owners, or 42.2% of Red Rock Class A common stock on a fully exchanged basis, and may be sold in the future.
At December 31, 2024, approximately 46 million LLC Units of Station Holdco were owned by our Continuing Owners, or 41.8% of Red Rock Class A common stock on a fully exchanged basis, and may be sold in the future.
As a result, Fertitta Family Entities held 90.1% of the combined voting power of Red Rock as of December 31, 2023.
As a result, Fertitta Family Entities held 90.0% of the combined voting power of Red Rock as of December 31, 2024.
The terms of the documents governing our indebtedness restrict, but do not completely prohibit, us from doing so. As of December 31, 2023, we had $479.3 million of undrawn availability under our Revolving Credit Facility, which is net of $512.0 million in outstanding borrowings and the issuance of approximately $39.8 million of letters of credit and similar obligations.
The terms of the documents governing our indebtedness restrict, but do not completely prohibit, us from doing so. As of December 31, 2024, we had $897.7 million of undrawn availability under our New Revolving Credit Facility, which is net of $155.0 million in outstanding borrowings and the issuance of approximately $47.3 million of letters of credit and similar obligations.
Item 1. Business—Regulation and Licensing. We are subject to a variety of federal, state and local laws and regulations relating to the protection of the environment and human health and safety, which could materially affect our business, financial condition, results of operations and cash flows.
Item 1. Business—Regulation and Licensing. We are subject to a variety of federal, state and local laws and regulations relating to the protection of the environment and human health and safety. Our compliance with these regulations could have a materially adverse effect on our business, financial condition, results of operations and cash flows.
Our failure to comply with any applicable rules or regulations as they are adopted, as well as our failure to predict trends and stakeholder requirements related to ESG, could lead to penalties and adversely impact our reputation, customer attraction and retention, access to capital and employee retention.
Our failure to comply with any applicable rules or regulations or to predict trends and stakeholder expectations related to ESG, could lead to penalties and adversely impact our reputation, customer attraction and loyalty, access to capital and employee retention.
The amount of any such increases and payments will vary depending upon a number of factors, including, but not limited to, the timing of exchanges, the price of our Class A common stock at the time of the exchanges, the amount, character and timing of our income and the tax rates then applicable.
The amount of any such increases and payments will vary depending upon a number of factors, including, but not limited to, the timing of exchanges, the price of our Class A common stock at the time of the exchanges, the amount, character and timing of our income and the tax rates then applicable. 32 Table of Contents The payments that we may make under the TRA could be substantial.
As of December 31, 2023, the principal amount of our outstanding indebtedness totaled approximately $3.35 billion and we had $479.3 million of undrawn availability under our Revolving Credit Facility, which is net of the issuance of approximately $39.8 million of letters of credit and similar obligations.
As of December 31, 2024, the principal amount of our outstanding indebtedness totaled approximately $3.44 billion and we had $897.7 million of undrawn availability under our New Revolving Credit Facility, which is net of the issuance of approximately $47.3 million of letters of credit and similar obligations.
The United States is a member of the Paris Agreement, a climate accord reached at the Conference of the Parties (“COP 21”) in Paris, that set many new goals, and many related policies are still emerging. The Paris Agreement requires set GHG emission reduction goals every five years beginning in 2020.
The United States was until recently a member of the Paris Agreement, a climate accord reached at the 21st Conference of the Parties (“COP”) in Paris, that set new goals, and many related policies are still in development. The Paris Agreement mandates GHG emission reduction goals every five years beginning in 2020.
Environmental laws, regulations and standards have become increasingly stringent overtime and this trend is expected to continue, which may make compliance with new requirements more difficult or costly or otherwise adversely affect our operations.
Environmental laws, regulations and standards have become increasingly stringent over time and this trend is expected to continue, which may make compliance with new requirements more difficult or costly or otherwise adversely affect our operations. In addition, as a result of the U.S.
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 compete effectively or to take advantage of new business opportunities.
In addition, our credit agreements contain certain financial covenants, including maintenance of a maximum total secured net leverage ratio. 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 compete effectively or to take advantage of new business opportunities.
The effects of climate change and/or increased regulation by international, national, state, regional, and local regulatory bodies of greenhouse gas emissions could materially affect our business, financial condition, results of operation and cash flows.
Increased regulation by international, national, state, regional, and local regulatory bodies of greenhouse gas emissions could materially affect our business, financial condition, results of operation and cash flows. International, national, state, regional and local regulatory bodies are increasingly focusing on greenhouse gas (“GHG”) emissions, including carbon dioxide and methane as well as climate change issues.
Companies across all industries are facing increasing scrutiny related to their environmental, social and governance (“ESG”) practices and reporting. Investors, consumers, employees and other stakeholders have focused increasingly on ESG practices and placed increasing importance on the implications and social cost of their investments, purchases and other 26 Table of Contents interactions with companies.
Companies across all industries have faced scrutiny related to their environmental, social and governance (“ESG”) practices and reporting. Certain investors, consumers, employees and other stakeholders continue to place emphasis on ESG and consider the social and environmental implications of their investments, purchases and interactions with businesses.
Although a majority of the members of our board of directors are independent and our compensation and nominating and corporate governance committees are comprised entirely of independent directors, in the future we may elect not to comply with certain corporate governance requirements that are not applicable to controlled companies. 31 Table of Contents We will be required to pay certain of our pre-IPO owners for certain tax benefits we may claim arising in connection with the reorganization transactions, and the amounts we may pay could be substantial.
Although a majority of the members of our board of directors are independent and our compensation and nominating and corporate governance committees are comprised entirely of independent directors, in the future we may elect not to comply with certain corporate governance requirements that are not applicable to controlled companies.
With this increased focus, public reporting regarding ESG practices is becoming more broadly expected. If our ESG practices and reporting do not meet investor, consumer or employee expectations, which continue to evolve, our brand, reputation and customer retention may be negatively impacted.
To the extent this focus continues, public reporting regarding ESG practices will increasingly become the standard. If our ESG practices and reporting do not meet the evolving investor, consumer or employee expectations, our brand, reputation and customer retention may be negatively impacted.
The payments that we may make under the TRA could be substantial. At December 31, 2023 and 2022, our liability under the TRA with respect to previously consummated transactions was $22.1 million and $28.6 million, respectively.
At December 31, 2024 and 2023, our liability under the TRA with respect to previously consummated transactions was $20.4 million and $22.1 million, respectively.
A breach in the security of our information systems or those of our service providers could lead to an interruption in the operation of our systems or loss, disclosure or misappropriation of our business information or other unintended consequences. If any of these risks materialize, they could have an adverse effect on our business, results of operations and cash flows.
A breach in the security of our information systems or those of our service providers could lead to an interruption in the 29 Table of Contents operation of our systems or loss, disclosure or misappropriation of our business information or other unintended consequences.
Our systems may be unable to meet changing regulatory and payment card industry requirements and employee and customer expectations, or may require significant additional investments or time in order to do so. Our information systems and records, including those maintained by service providers, may be subject to cyber-attacks, security breaches, system failures, viruses, operator error or inadvertent releases of data.
Our information systems and records, including those maintained by third-party service providers, may be subject to cyber-attacks, security breaches, system failures, viruses, operator error or inadvertent releases of data.
If such legislation is enacted, we could incur increased energy, environmental, and other costs and capital expenditures to comply with the limitations. In addition, the current presidential administration has taken steps to further regulate GHG emissions.
Future regulation could impose stringent standards to substantially reduce GHG emissions. Legislation to regulate GHG emissions has periodically been introduced in the U.S. Congress. If any such legislation is enacted, we could incur increased energy, environmental, and other costs and capital expenditures to comply with the limitations.
If we fail, or are perceived to be failing, to meet the standards included in any sustainability disclosure or the expectations of our various stakeholders, it could negatively impact our reputation, customer attraction and retention, access to capital and employee retention. Investors are increasingly focused on ESG matters and failure to address their needs could lead to stock price volatility.
If we fail, or are perceived to be failing, to meet the standards included in any sustainability disclosure or the expectations of our various stakeholders, our reputation, customer attraction and retention, access to capital and employee retention could be negatively impacted. In addition, new sustainability rules and regulations have been adopted and may continue to be introduced.
We may incur losses that are not adequately covered by insurance, which may harm our results of operations. In addition, our insurance costs may increase and we may not be able to obtain similar insurance coverage in the future.
In addition, our insurance costs may increase as a result of any such losses and we may be unable to obtain similar insurance coverage in the future.
Stronger GHG emission targets were set at COP 26 in Glasgow in November 2021 and reaffirmed at COP 28 in Dubai in November and December 2023. Future regulation could impose stringent standards to substantially reduce GHG emissions. Legislation to regulate GHG emissions has periodically been introduced in the U.S. Congress.
Stronger GHG emission targets were set at COP 26 in Glasgow in November 2021 and reaffirmed at COP 28 in Dubai in November and December 2023 and at COP 29 in Baku in November 2024.
In addition, new sustainability rules and regulations have been adopted and may continue to be introduced. For instance, the SEC is in the process of considering new disclosure rules that would require companies to disclose the impact of climate change and their risk mitigation environment and practices.
For instance, on March 6, 2024, the United States Securities and Exchange Commission (“SEC”) adopted climate disclosure rules that require companies to among other things, disclose the impact of climate change and their risk mitigation environment and practices.
Removed
There has been an increasing focus of international, national, state, regional and local regulatory bodies on greenhouse gas (“GHG”), including carbon dioxide and methane, emissions, and climate change issues.
Added
Supreme Court’s decision to overturn its longstanding approach under the Chevron doctrine, it will become increasingly difficult to determine which new laws will apply to our business and when, as there will likely be an increase in legal challenges to new regulations.
Removed
Beyond financial and regulatory effects, the projected severe effects of climate change – such as protracted drought and property damage or supply chain issues stemming from extreme weather events – have the potential to directly affect our facilities and operations.
Added
The United States withdrew from the Paris Agreement in November 2020, rejoined in February 2021 under the Biden Administration and, on January 20, 2025, President Trump signed an Executive Order to once again withdraw the U.S. from the Paris Agreement.
Removed
We recognize the impacts of climate change and are engaged in several initiatives to identify, assess, and manage the risks and opportunities associated with climate change (see “Social Responsibility and Environmental Stewardship,” above).
Added
The United States’ frequent withdrawal and rejoining of the Paris Agreement in recent years has created uncertainty around the evolution of the United States’ regulatory regime with regards to regulating GHGs and climate change issues, making it 26 Table of Contents increasingly difficult to plan for future developments and to predict what, if any, impact the agreement and similar international agreements will have on the U.S.
Removed
In addition, our credit agreements contain certain financial covenants, including maintenance of a minimum interest coverage ratio and adherence to a maximum total leverage ratio.
Added
While it is expected that the incoming Trump Administration will continue to pare back environmental regulations, state and local government regulators may impose more stringent regulations in response.
Added
While these rules were subsequently voluntarily stayed by the SEC, pending judicial review, it is unclear whether the SEC will defend the rule, and therefore difficult to predict the effect the rule may have on us.
Added
While some investors continue to focus on ESG matters and failure to address their needs could lead to stock price volatility, there has been an increase in anti-ESG initiatives and sentiment which may serve as a counteracting concern in the future, particularly in light of recent executive orders by President Trump.
Added
Some conservative groups and Republican state attorneys general have asserted that the Supreme Court’s decision striking down race-based affirmative action in higher education in June 2023 should be analogized to private employment matters and private contract matters.
Added
Several new cases alleging discrimination based on similar arguments have been filed since the decision, which has escalated scrutiny of certain practices and initiatives related to diversity, equity, and inclusion, (“DEI”).
Added
This scrutiny may increase in light of President Trump’s repealing of a 1965 Executive Order barring employment discrimination by federal contractors and new Executive Order issued on January 20, 2025 directing federal agencies to terminate DEI mandates, policies and programs, dissuading private companies from implementing them and suggesting the risk of legal actions or civil investigations for employers who do not comply (though specifications of what policies could merit investigation are not provided).
Added
The future impact of these actions on existing DEI regulations cannot be predicted at this time, particularly given that such new orders are likely to face legal challenges.
Added
However, in the interim, such anti-ESG and anti-DEI-related policies, legislation, initiatives, litigation, legal 27 Table of Contents opinions, and scrutiny could result in additional compliance obligations or becoming the subject of investigations or enforcement actions. We may incur losses that are not adequately covered by insurance, which may harm our results of operations.
Added
Our casinos and hotels use significant amounts of electricity, natural gas, other forms of energy and water.
Added
Our systems may be unable to meet changing regulatory and payment card industry requirements and employee and customer expectations, or may require significant additional investments or time in order to do so.
Added
Although we do not currently utilize AI to a significant extent in our operations, we are actively evaluating and expect to implement AI solutions in the near-to-medium term to enhance various aspects of our business.
Added
The integration of AI technologies into our operations could exacerbate the challenges discussed above and may introduce operational risks, including system failures, cybersecurity vulnerabilities, and potential disruptions to our business processes. While we believe the intentional and deliberate adoption of certain AI processes could provide long-term benefits, there is uncertainty regarding its successful implementation and the associated risks.
Added
If any of these risks materialize, they could have an adverse effect on our business, results of operations and cash flows.
Added
We will be required to pay certain of our pre-IPO owners for certain tax benefits we may claim arising in connection with the reorganization transactions, and the amounts we may pay could be substantial.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

74 edited+15 added7 removed126 unchanged
Biggest changeOur team members have also benefited from the following: We offer free medical and health benefits to all of our team members making less than $100,000 per year; We have three on-site medical centers offering free office visits, free generic prescriptions and free lab services for insured team members and their families; We have one full service dental center for team members and their families; We offer six weeks of paid parental leave (for each employed parent); We have instituted a paid volunteer day for team members; We initiated a Surviving Family Support program that pays surviving family members six months of medical and dental insurance; We pay full tuition of team members who want to become full-time dealers in our industry; We offer competitive pay, which has and will continue to positively impact the vast majority of our team members; We have an innovative 401(k) retirement program, which we believe is far superior to a traditional pension, pursuant to which we contributed over $26.3 million in the past three years, including $8.8 million in 2023; We have hired a specialist in citizenship and immigration services to assist our team members; We have hired a health and wellness coordinator; and We have begun implementing extensive programs focusing on leadership and development.
Biggest changeOur team members have also benefited from the following: We offer free medical and health benefits to all of our team members making less than $110,000 per year; We have four on-site medical centers offering free office visits, free generic prescriptions and free lab services for insured team members and their families; We have two full service dental centers for team members and their families; We offer six weeks of paid parental leave (for each employed parent); We have instituted a paid volunteer day for team members; We initiated a Surviving Family Support program that pays surviving family members six months of medical and dental insurance and continues their access to our medical and dental centers; We offer competitive pay, which has and will continue to positively impact the vast majority of our team members; We have an innovative 401(k) retirement program, which we believe is far superior to a traditional pension, pursuant to which we contributed over $27 million in the past three years, including $9.0 million in 2024; We have a dedicated citizenship and immigration services specialist to assist our team members completely free of charge; We have implemented team member development programs focused on guest service and leadership; We have positively impacted our local community through our partnership with several organizations including Three Square and the Clark County School District.
NP Opco LLC is registered as an intermediary company and is licensed as the sole member and manager of NP Santa Fe LLC, NP Gold Rush LLC, NP Magic Star LLC, NP Rancho LLC, NP River Central LLC, NP Centerline Holdings LLC, Station GVR Acquisition, LLC and NP Durango LLC.
NP Opco LLC is registered as an intermediary company and is licensed as the sole member and manager of NP Santa Fe LLC, NP Gold Rush LLC, NP Magic Star LLC, NP Rancho LLC, NP River Central LLC, NP Centerline Holdings LLC, Station GVR Acquisition, LLC, NP Durango LLC.
Some of the contingencies and uncertainties to which any forward-looking statement contained herein is subject include, but are not limited to, the following: our reliance on the Las Vegas regional market; the impact of business conditions, including competitive practices, changes in customer demand and the cyclical nature of the gaming and hospitality business generally, on our business and results of operations; the impact of general economic conditions outside our control, including changes in interest rates, consumer confidence and unemployment levels, on our business and results of operations; the effects of intense competition that exists in the gaming industry; additional competition arising as a result of the approval of new gaming licenses or gaming activities such as internet gaming, and the continued expansion of sports betting outside the state of Nevada; our substantial outstanding indebtedness and the effect of our significant debt service requirements on our operations and ability to compete; the risk that we will not be able to finance our development and investment projects or refinance our outstanding indebtedness; the impact of extensive regulation from gaming and other government authorities on our ability to operate our business and the risk that regulatory authorities may revoke, suspend, condition or limit our gaming or other licenses, impose substantial fines or take other actions that adversely affect us; risks associated with changes to applicable gaming and tax laws that could have a material adverse effect on our financial condition; 19 Table of Contents adverse outcomes of legal proceedings and the development of, and changes in, claims or litigation reserves; risks associated with development, construction and management of new projects or the expansion of existing facilities, including cost overruns, construction delays, environmental risks and legal or political challenges; and risks associated with integrating operations of any acquired companies and developed properties.
Some of the contingencies and uncertainties to which any forward-looking statement contained herein is subject include, but are not limited to, the following: our reliance on the Las Vegas regional market; the impact of business conditions, including competitive practices, changes in customer demand and the cyclical nature of the gaming and hospitality business generally, on our business and results of operations; the impact of general economic conditions outside our control, including changes in interest rates, consumer confidence and unemployment levels, on our business and results of operations; 19 Table of Contents the effects of intense competition that exists in the gaming industry; additional competition arising as a result of the approval of new gaming licenses or gaming activities such as internet gaming, and the continued expansion of sports betting outside the state of Nevada; our substantial outstanding indebtedness and the effect of our significant debt service requirements on our operations and ability to compete; the risk that we will not be able to finance our development and investment projects or refinance our outstanding indebtedness; the impact of extensive regulation from gaming and other government authorities on our ability to operate our business and the risk that regulatory authorities may revoke, suspend, condition or limit our gaming or other licenses, impose substantial fines or take other actions that adversely affect us; risks associated with changes to applicable gaming and tax laws that could have a material adverse effect on our financial condition; adverse outcomes of legal proceedings and the development of, and changes in, claims or litigation reserves; risks associated with development, construction and management of new projects or the expansion of existing facilities, including cost overruns, construction delays, environmental risks and legal or political challenges; and risks associated with integrating operations of any acquired companies and developed properties.
The Nevada Commission, Nevada Board, Las Vegas City Council, CCLGLB, Henderson City Council, and certain other local regulatory agencies are collectively referred to as the “Nevada Gaming Authorities.” The laws, regulations and supervisory procedures of the Nevada Gaming Authorities are based upon declarations of public policy which are concerned with, among other things: (i) the prevention of unsavory or unsuitable persons from having a direct or indirect involvement with gaming at any time or in any capacity; (ii) the establishment and maintenance of responsible accounting practices and procedures; (iii) the maintenance of effective controls over the financial practices of gaming licensees, including the establishment of minimum procedures for internal controls and the safeguarding of assets and revenues, providing reliable record keeping and requiring the filing of periodic reports with the Nevada Gaming Authorities; (iv) the prevention of cheating and fraudulent practices; and (v) providing a source of state and local revenues through taxation and licensing fees.
The Nevada Commission, Nevada Board, Las Vegas City Council, CCLGLB, North Las Vegas City Council, Henderson City Council, and certain other local regulatory agencies are collectively referred to as the “Nevada Gaming Authorities.” The laws, regulations and supervisory procedures of the Nevada Gaming Authorities are based upon declarations of public policy which are concerned with, among other things: (i) the prevention of unsavory or unsuitable persons from having a direct or indirect involvement with gaming at any time or in any capacity; (ii) the establishment and maintenance of responsible accounting practices and procedures; (iii) the maintenance of effective controls over the financial practices of gaming licensees, including the establishment of minimum procedures for internal controls and the safeguarding of assets and revenues, providing reliable record keeping and requiring the filing of periodic reports with the Nevada Gaming Authorities; (iv) the prevention of cheating and fraudulent practices; and (v) providing a source of state and local revenues through taxation and licensing fees.
Changes in discretionary consumer spending, consumer preferences or consumer purchase power brought about by factors such as perceived or actual general economic conditions and customer confidence in the economy, unemployment, inflation, uncertainty and distress in the housing and credit markets, the impact of high energy, fuel, food and healthcare costs, perceived or actual changes in disposable consumer income and wealth, taxes, and effects or fears of war, civil unrest, terrorism, violence, widespread illnesses or epidemics could further reduce customer demand for our offerings and materially and adversely affect our business and results of operations.
Changes in discretionary consumer spending, consumer preferences or consumer purchase power brought about by factors such as perceived or actual general economic conditions and customer confidence in the economy, unemployment, inflation, uncertainty and distress in the housing and credit markets, the impact of high energy, fuel, food and healthcare costs, perceived or actual changes in disposable consumer income and wealth, taxes, and effects or fears of war, civil unrest, terrorism, violence, widespread illnesses, epidemics or pandemics could further reduce customer demand for our offerings and materially and adversely affect our business and results of operations.
To a lesser extent, our casino properties compete with gaming operations in other parts of the state of Nevada and other gaming markets in the United States and in other parts of the world, with online betting and gaming, state sponsored lotteries, on- and off-track pari-mutuel wagering (a system of betting under which wagers are placed in a pool, management receives a fee from the pool, and the remainder of the pool is split among the winning wagers), card rooms and other forms of legalized gaming.
To a lesser extent, our casino properties compete with gaming operations in other parts of the state of Nevada and other gaming markets in the United States and in other parts of the world, with online betting and gaming, state sponsored lotteries, on- and off-track pari-mutuel wagering (a system of betting under which wagers are placed in a pool, management receives a fee from the pool, and the remainder of the pool is split among the winning wagers), card rooms and other forms of legalized gaming and illegal gaming.
All of our casino properties are dependent upon attracting Las Vegas residents as well as out of town visitors. As a result of our concentration in the Las Vegas regional market, we have a greater degree of exposure to a number of risks than we would have if we had operations outside of the Las Vegas valley.
All of our casino properties are dependent upon attracting Las Vegas residents as well as out of town visitors. As a result of our concentration in the Las Vegas regional market, we have greater exposure to a number of risks than we would have if we had operations outside of the Las Vegas valley.
A management contract can be approved only after the NIGC determines that the contract provides for, among other things: (i) adequate accounting procedures and verifiable financial reports, which must be furnished to the tribe; (ii) tribal access to the daily operations of the gaming enterprise, including the right to verify daily gross revenues and income; (iii) minimum guaranteed payments to the tribe, which must have priority over the retirement of development and construction costs; (iv) a ceiling on the repayment of such development and construction costs; and (v) a contract term not exceeding five years and a management fee not exceeding 30% of net revenues (as determined by the NIGC); provided that the 15 Table of Contents NIGC may approve up to a seven-year term and a management fee not to exceed 40% of net revenues if the NIGC is satisfied that the capital investment required, and the income projections for the particular gaming activity require the larger fee and longer term.
A management contract can be approved only after the NIGC determines that the contract provides for, among other things: (i) adequate accounting procedures and verifiable financial reports, which must be furnished to the tribe; (ii) tribal access to the daily operations of the gaming enterprise, including the right to verify daily gross revenues and income; (iii) minimum guaranteed payments to the tribe, which must have priority over the retirement of development and construction costs; (iv) a ceiling on the repayment of such development and construction costs; and (v) a contract term not exceeding five years and a management fee not exceeding 30% of net revenues (as determined by the NIGC); provided that the NIGC may approve up to a seven-year term and a management fee not to exceed 40% of net revenues if the NIGC is satisfied that the capital investment required, and the income projections for the particular gaming activity require the larger fee and longer term.
In the last several years, we have sought and obtained Green Globes certification through the Green Building Initiative for all of our seven operating resort properties and our corporate building, all of which have obtained at least three globes and several of which have obtained four.
In the last several years, we have sought and obtained Green Globes certification through the Green Building Initiative for each of our seven operating resort properties and our corporate building, all of which have obtained at least three globes and several of which have obtained four.
We will be subject to disciplinary action if, after we receive notice that a person is unsuitable to be an equityholder or to have any other relationship with us or our licensed or registered subsidiaries, we (i) pay that person any dividend or interest upon our securities, (ii) allow that person to exercise, directly or indirectly, any voting right conferred through securities held by that person, (iii) pay remuneration in any form to that person for services rendered or otherwise, or (iv) fail to pursue all lawful efforts to require such unsuitable person to relinquish his securities including, if necessary, the immediate purchase of said securities for the price specified by the relevant gaming authority or, if no such price is specified, the fair market value as determined by our board of directors.
We will be 13 Table of Contents subject to disciplinary action if, after we receive notice that a person is unsuitable to be an equityholder or to have any other relationship with us or our licensed or registered subsidiaries, we (i) pay that person any dividend or interest upon our securities, (ii) allow that person to exercise, directly or indirectly, any voting right conferred through securities held by that person, (iii) pay remuneration in any form to that person for services rendered or otherwise, or (iv) fail to pursue all lawful efforts to require such unsuitable person to relinquish his securities including, if necessary, the immediate purchase of said securities for the price specified by the relevant gaming authority or, if no such price is specified, the fair market value as determined by our board of directors.
Palace Station, Wildfire Rancho, Wildfire Valley View, Santa Fe Station and Wildfire Fremont are subject to liquor licensing control and regulation by the Las Vegas City Council. Red Rock, Boulder Station and Durango are subject to liquor licensing control and regulation by the CCLGLB.
Palace Station, Wildfire Rancho, Wildfire Valley View, Santa Fe Station and Wildfire on Fremont are subject to liquor licensing control and regulation by the Las Vegas City Council. Red Rock, Boulder Station and Durango are subject to liquor licensing control and regulation by the CCLGLB.
NP Opco LLC is also found suitable as the sole member and manager of NP Green Valley LLC, SC SP Holdco LLC and NP LML LLC. SC SP Holdco LLC is registered as an intermediary company and is licensed as the sole member and manager of SC SP 2 LLC and SC SP 4 LLC.
NP Opco LLC is also found suitable as the sole member and manager of NP Green Valley LLC, SC SP Holdco LLC, NP LML LLC and SCT Holdco LLC. SC SP Holdco LLC is registered as an intermediary company and is licensed as the sole member and manager of SC SP 2 LLC and SC SP 4 LLC.
Similarly, future construction and development projects, including but not limited to, the proposed North Fork project, and acquisitions of other gaming properties and/or operations could require significant additional capital.
Similarly, future construction and development projects, including but not limited to, the North Fork Project, and acquisitions of other gaming properties and/or operations could require significant additional capital.
The NIGC will not approve a management contract if a director or a 10% shareholder of the management company: (i) is an elected member of the governing body of the Native American tribe which is the party to the management contract; (ii) has been or subsequently is convicted of a felony or gaming offense; (iii) has knowingly and willfully provided materially important false information to the NIGC or the tribe; (iv) has refused to respond to questions from the NIGC; or (v) is a person whose prior history, reputation and associations pose a threat to the public interest or to effective gaming regulation and control, or create or enhance the chance of unsuitable activities in gaming or the business and financial arrangements incidental thereto.
The NIGC will not approve a management contract if a director or a 10% shareholder of the management company: (i) is an elected member of the governing body of the Native American tribe which is the party to the management contract; (ii) has been or subsequently is convicted of a felony or gaming offense; (iii) has knowingly and willfully provided materially important false information to the NIGC or the tribe; (iv) has refused to respond to 15 Table of Contents questions from the NIGC; or (v) is a person whose prior history, reputation and associations pose a threat to the public interest or to effective gaming regulation and control, or create or enhance the chance of unsuitable activities in gaming or the business and financial arrangements incidental thereto.
In general, the procedures for gaming licensing, approvals and findings of suitability require the Company and each Regulated Person to submit detailed personal history information and financial information to demonstrate that the proposed gaming operation has adequate financial resources generated from suitable sources and adequate procedures to comply with the operating controls and requirements imposed by law and regulation in each jurisdiction, followed by a thorough investigation by such Regulatory Authorities.
In general, the procedures for gaming licensing, approvals and findings of suitability require the Company and each Regulated Person to submit detailed personal history information and financial information to demonstrate that the proposed gaming operation has adequate financial resources generated from 16 Table of Contents suitable sources and adequate procedures to comply with the operating controls and requirements imposed by law and regulation in each jurisdiction, followed by a thorough investigation by such Regulatory Authorities.
The revolving fund is subject to increase or decrease at the discretion of the Nevada Commission. The Tenth Revised Order requires us to deposit with the Nevada Board and maintain a revolving fund of $50,000 for all purposes, including foreign gaming and compliance with the Tenth Revised Order.
The revolving fund is subject to increase or decrease at the discretion of the Nevada Commission. The Eleventh Revised Order requires us to deposit with the Nevada Board and maintain a revolving fund of $50,000 for all purposes, including foreign gaming and compliance with the Eleventh Revised Order.
We may be required to submit detailed financial and operating reports to Regulatory Authorities. 16 Table of Contents Failure by us to obtain, or the loss or suspension of, any necessary licenses, approval or findings of suitability would prevent us from conducting gaming operations in such jurisdiction and possibly in other jurisdictions, which may have an adverse effect on our results of operations.
We may be required to submit detailed financial and operating reports to Regulatory Authorities. Failure by us to obtain, or the loss or suspension of, any necessary licenses, approval or findings of suitability would prevent us from conducting gaming operations in such jurisdiction and possibly in other jurisdictions, which may have an adverse effect on our results of operations.
In our properties, in compliance with regulation, we post written materials concerning the nature and symptoms of problem gambling and the toll-free 1-800 problem gambling helpline on or near all 17 Table of Contents gaming and cage areas and ATMs. Finally, our team members actively participate in events annually during Responsible Gaming Education Week.
In our properties, in compliance with regulation, we post written materials concerning the nature and symptoms of problem gambling and the toll-free 1-800 problem gambling helpline on or near all gaming and cage areas and ATMs. Finally, our team members actively participate in events annually during Responsible Gaming Education Week.
While we believe that the ongoing legal challenges to the North Fork project will be resolved and that development of the North Fork project will proceed, the development of Native American gaming facilities is subject to numerous conditions and is frequently subject to protracted legal challenges.
While we believe that the ongoing legal challenges to the North Fork Project will be resolved and that development of the North Fork Project will be completed, the development of Native American gaming facilities is subject to numerous conditions and is frequently subject to protracted legal challenges.
The Nevada Act also requires prior approval of a plan of re-capitalization proposed by the Registered Corporation’s board of directors or similar governing entity in response to a tender offer made directly to the Registered Corporation’s equityholders for the purpose of acquiring control of the Registered Corporation.
The Nevada Act also requires prior approval of a plan of re-capitalization proposed by the Registered Corporation’s board of directors or similar governing entity in response to a 14 Table of Contents tender offer made directly to the Registered Corporation’s equityholders for the purpose of acquiring control of the Registered Corporation.
These activities are designed to promote awareness among our team members and guests of the need to gamble responsibly and of the treatment options available for problem gamblers. Human Capital At January 31, 2024, we had approximately 9,385 employees, all of whom were employed in the United States.
These activities are designed to promote awareness among our team members and guests of the need to gamble responsibly and of the treatment options available for problem gamblers. Human Capital At January 31, 2025, we had approximately 9,300 employees, all of whom were employed in the United States.
We rely on earnings and cash flow from operations to finance our business, capital expenditures, development, expansion and acquisitions and, to the extent that we cannot fund such expenditures from cash generated by operations, funds must be borrowed or otherwise obtained. We will also be required in the future to refinance our outstanding debt.
We rely 23 Table of Contents on earnings and cash flow from operations to finance our business, capital expenditures, development, expansion and acquisitions and, to the extent that we cannot fund such expenditures from cash generated by operations, funds must be borrowed or otherwise obtained. We will also be required in the future to refinance our outstanding debt.
If we are unable to access sufficient capital from operations, borrowings or otherwise, we may be precluded from: maintaining or enhancing our properties; 23 Table of Contents taking advantage of future opportunities; growing our business; or responding to competitive pressures.
If we are unable to access sufficient capital from operations, borrowings or otherwise, we may be precluded from: maintaining or enhancing our properties; taking advantage of future opportunities; growing our business; or responding to competitive pressures.
Further, our failure to generate sufficient revenues and cash flows could lead to cash flow and working capital constraints, which may require us to seek additional working capital. We may not be able to obtain such working capital when it is required.
Further, our failure to generate sufficient revenue and cash flow could lead to cash flow and working capital constraints, which may require us to seek additional working capital and we may not be able to obtain such working capital when it is required.
Officers, directors and certain key employees of our licensed subsidiaries must file applications and may be required to be licensed or found suitable by the Nevada Gaming Authorities.
Officers, directors and 12 Table of Contents certain key employees of our licensed subsidiaries must file applications and may be required to be licensed or found suitable by the Nevada Gaming Authorities.
Our gaming operations in Nevada are subject to the licensing and regulatory control of the Nevada Gaming Commission (the “Nevada Commission”), the Nevada State Gaming Control Board (the “Nevada Board”), the Las Vegas City Council, the Clark County Liquor and Gaming Licensing Board (the “CCLGLB”), 11 Table of Contents the Henderson City Council and certain other local regulatory agencies.
Our gaming operations in Nevada are subject to the licensing and regulatory control of the Nevada Gaming Commission (the “Nevada Commission”), the Nevada State Gaming Control Board (the “Nevada Board”), the Las Vegas City Council, the Clark County Liquor and Gaming Licensing Board (the “CCLGLB”), the North Las Vegas City Council, the Henderson City Council and certain other local regulatory agencies.
We have a development agreement and management agreement with the North Fork Rancheria of Mono Indians relating to development and operation of a casino to be located in Madera County, California and we intend to seek additional development and management contracts with Native American tribes.
We have a development agreement and management agreement with the North Fork Rancheria of Mono Indians relating to development and operation of a casino to be located in Madera County, California and we intend to seek additional development and management contracts with Native American tribes. We have commenced construction on the North Fork Project.
Consumer demand for the offerings of casino hotel properties such as ours is sensitive to factors impacting consumer confidence, including downturns in the economy and other factors that impact discretionary spending on leisure activities.
Our business is sensitive to changes in consumer sentiment and discretionary spending. Consumer demand for the offerings of casino hotel properties such as ours is sensitive to factors impacting consumer confidence, including downturns in the economy and other factors that impact discretionary spending on leisure activities.
However, we cannot be sure that we will be able to develop the North Fork project or that we will be successful in entering into agreements for new development opportunities.
However, we cannot be sure that we will be able to complete the development of the North Fork Project or that we will be successful in entering into agreements for new development opportunities.
In total, 76 Native American tribes have Tribal-State Compacts with the State of California or procedures with the Secretary of the Interior to operate Class III gaming in California. At December 31, 2023, there were 66 Native American gaming facilities in operation in the State of California.
In total, 66 Native American tribes have Tribal-State Compacts with the State of California or procedures with the Secretary of the Interior to operate Class III gaming in California. At December 31, 2024, there were 65 Native American gaming facilities in operation in the State of California.
At December 31, 2023, there were approximately 40 major gaming properties located on or near the Las Vegas Strip, 16 located in the downtown area and several located in other areas of Las Vegas. We also face competition from 144 nonrestricted gaming locations in the Clark County area primarily targeted to the local and repeat visitor markets.
At December 31, 2024, there were approximately 39 major gaming properties located on or near the Las Vegas Strip, 16 located in the downtown area and several located in other areas of Las Vegas. We also face competition from 159 nonrestricted gaming locations in the Clark County area primarily targeted to the local and repeat visitor markets.
These risks include the following: local economic and competitive conditions; changes in local and state governmental laws and regulations, including gaming laws and regulations and public health related orders and directives; natural and other disasters; increased gasoline prices, which may discourage travelers from visiting our properties; and a decline in the local population.
These risks include the following: local economic and competitive conditions; changes in local and state governmental laws and regulations, including gaming laws and regulations; natural and other disasters; increased gasoline prices, which may discourage travelers from visiting our properties; and a decline in the local population.
We expect to continue to evaluate expansion opportunities as they become available and construct other new facilities or enhance our existing properties by constructing additional facilities in the future.
We expect to continue to evaluate expansion opportunities as they become available and construct other new facilities or enhance our existing 22 Table of Contents properties by constructing additional facilities in the future.
Such construction projects entail significant risks, including the following, any of which can give rise to delays or cost overruns: shortages of material or skilled labor, including due to supply chain issues that are beyond our control; unforeseen engineering, environmental or geological problems; work stoppages; 22 Table of Contents weather interference; floods; unanticipated cost increases; and legal or political challenges.
Such construction projects entail significant risks, including the following, any of which can give rise to delays or cost overruns: shortages of material or skilled labor, including due to supply chain issues that are beyond our control; unforeseen engineering, environmental or geological problems; work stoppages; weather interference; floods; unanticipated cost increases, whether caused by supply chain issues, inflation or otherwise; and legal or political challenges.
Seasonality Our cash flows from operating activities are somewhat seasonal in nature. Our operating results are traditionally strongest in the fourth quarter and weakest in the third quarter. Competition Our casino properties face competition from all other casinos and hotels in the Las Vegas area, including to some degree, from each other.
Seasonality Our cash flows from operating activities are somewhat seasonal in nature. Our operating results are traditionally strongest in the fourth quarter and weakest in the third quarter. Competition Our properties face competition from all other casinos and hotels, as well as restricted gaming locations, in the Las Vegas area, including to some degree, from each other.
In addition, internet gaming has commenced in Nevada, New Jersey, Delaware, Pennsylvania, Michigan and West Virginia, internet sports betting has commenced in a majority of states, and legislation permitting internet gaming and/or sports betting has been approved or proposed by a number of other states.
In addition, internet casino gaming has commenced in New Jersey, Delaware, Pennsylvania, Michigan, West Virginia, Connecticut and Rhode Island. Internet sports betting has commenced in a majority of states, and legislation permitting internet gaming and/or sports betting has been approved or proposed by a number of other states.
If our competitors operate more successfully than we do, or if they attract customers away from us as a result of aggressive pricing and promotion or enhanced or expanded properties, we may lose market share and our business could be adversely affected. If they are successful in soliciting our employees it could be costly to replace such employees.
If our competitors operate more successfully than we do, or if they attract customers away from our casinos as a result of aggressive pricing and promotions or enhanced or expanded properties, we may lose market share and our business could be adversely affected. If our competitors are successful in soliciting our employees, replacing them could be costly.
Even if this trend continues, there can be no assurance that such population growth will justify future development, additional casinos or expansion of any of our existing casinos, which can affect our results of operations and financial condition and limits our ability to expand our business. Our business is sensitive to changes in consumer sentiment and discretionary spending.
Even if the current growth trend continues, there can be no assurance that such population growth will justify future development, additional casinos or the expansion of any of our existing casinos, which can affect our results of operations and financial condition and limits our ability to expand our business.
In addition, 10 Table of Contents our casino properties face competition from restricted gaming locations (sites with 15 or fewer slot machines) in the greater Las Vegas area. At December 31, 2023, there were approximately 1,504 restricted gaming locations in Clark County with approximately 14,570 slot machines.
In addition, our casino properties face competition from restricted gaming locations (sites with 15 or fewer slot machines) in the greater Las Vegas area. At December 31, 2024, there were approximately 1,519 restricted gaming locations in Clark County with approximately 14,640 slot machines.
The agencies involved have full power to limit, condition, suspend or revoke any such license, and any such disciplinary action could (and revocation would) have a material adverse effect on the operations of our licensed subsidiaries.
All liquor licenses are revocable and are, in some jurisdictions, not transferable. The agencies involved have full power to limit, condition, suspend or revoke any such license, and any such disciplinary action could (and revocation would) have a material adverse effect on the operations of our licensed subsidiaries.
Internet gaming and the expansion of legalized casino gaming or legalized sports betting in new or existing jurisdictions and on Native American land could result in additional competition that could adversely affect our operations, especially if such gaming is conducted in areas close to our operations.
Internet gaming and the expansion of legalized casino gaming or legalized sports betting in new or existing jurisdictions and on Native American land could result in additional competition that could adversely affect our results of operations, especially if such gaming is conducted in areas close to our properties or they offer alternatives that do not require a visit to any property.
Our success depends on key executive officers and personnel and our ability to attract and retain employees. Our success depends on the efforts and abilities of our executive officers and other key employees, many of whom have significant experience in the gaming industry, including, but not limited to, Frank J.
Our success depends on the efforts and abilities of our executive officers and other key employees, many of whom have significant experience in the gaming industry, including, but not limited to, Frank J. Fertitta III, our Chairman of the Board and Chief Executive Officer.
Our casino properties face competition for customers and employees from all other casinos and hotels in the Las Vegas metropolitan area including, to some degree, each other.
We face substantial competition in the gaming industry and we expect that such competition will intensify. Our casino properties face competition for customers and employees from all other casinos and hotels in the Las Vegas metropolitan area including, to some degree, each other.
Such statements contain words such as “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “may,” “will,” “might,” “should,” “could,” “would,” “seek,” “pursue,” and “anticipate” or the negative or other variation of these or similar words, or may include discussions of strategy or risks and uncertainties.
Cautionary Statement Regarding Forward-Looking Statements This Annual Report on Form 10-K contains forward-looking statements. Such statements contain words such as “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “may,” “will,” “might,” “should,” “could,” “would,” “seek,” “pursue,” and “anticipate” or the negative or other variation of these or similar words, or may include discussions of strategy or risks and uncertainties.
While our business is affected by the general economic conditions in the United States, our business and results of operations would be particularly negatively impacted if our target markets experience an economic downturn or other adverse conditions, including declines in housing prices and/or an increase in unemployment rates. 21 Table of Contents We face substantial competition in the gaming industry and we expect that such competition will intensify.
While our business is affected by the general economic conditions in the United States, our business and results of operations would be particularly negatively impacted if our target markets experience an economic downturn or other adverse conditions, including declines in housing prices and/or an increase in unemployment rates.
Additionally, the CCLGLB has the authority to approve all persons owning or controlling the stock of any corporation controlling a gaming licensee. 13 Table of Contents The Nevada Commission may, in its discretion, require the holder of any debt security of a Registered Corporation to file applications, be investigated and be found suitable to own the debt security of a Registered Corporation if the Nevada Commission has reason to believe that such ownership would otherwise be inconsistent with the declared policies of the State of Nevada.
The Nevada Commission may, in its discretion, require the holder of any debt security of a Registered Corporation to file applications, be investigated and be found suitable to own the debt security of a Registered Corporation if the Nevada Commission has reason to believe that such ownership would otherwise be inconsistent with the declared policies of the State of Nevada.
On November 16, 2023, the Nevada Commission approved the Tenth Revised Order of Registration for the Company that, among other things, reaffirmed our registration as a publicly traded corporation for the purposes of the Nevada Act (“Tenth Revised Order”).
On August 22, 2024, the Nevada Commission approved the Eleventh Revised Order of Registration for the Company that, among other things, reaffirmed our registration as a publicly traded corporation for the purposes of the Nevada Act (“Eleventh Revised Order”).
A license to conduct “nonrestricted” gaming operations is a state gaming license to conduct an operation of (i) at least 16 slot machines, (ii) any number of slot machines together with any other game, gaming device, race book or sports pool at one establishment, (iii) a slot machine route, (iv) an inter-casino linked system, or (v) a mobile gaming system., A license to conduct “restricted” gaming operations is a state gaming license to operate not more than 15 slot machines and no other gaming device, race book or sports pool.
A license to conduct “nonrestricted” gaming operations is a state gaming license to conduct an operation of (i) at least 16 slot machines, (ii) any number of slot machines together with any other game, gaming device, race book or sports pool at one establishment, or (iii) a slot machine route.
Nevada licensees that hold a license as an operator of a slot route or manufacturer’s or distributor’s license also pay certain fees and taxes to the State of Nevada. 14 Table of Contents Any person who is licensed, required to be licensed, registered, required to be registered, or is under common control with such persons, and who proposes to become involved in a gaming venture outside of Nevada, is required to deposit with the Nevada Board, and thereafter maintain, a revolving fund in the amount of $10,000 to pay the expenses of investigation by the Nevada Board of their participation in such foreign gaming.
Any person who is licensed, required to be licensed, registered, required to be registered, or is under common control with such persons, and who proposes to become involved in a gaming venture outside of Nevada, is required to deposit with the Nevada Board, and thereafter maintain, a revolving fund in the amount of $10,000 to pay the expenses of investigation by the Nevada Board of their participation in such foreign gaming.
We may incur delays and budget overruns with respect to current or future construction projects. Any such delays or cost overruns may have a material adverse effect on our operating results.
We believe that a loss of the services of our executive officers and/or other personnel could have a material adverse effect on our results of operations. We may incur delays and budget overruns with respect to current or future construction projects. Any such delays or cost overruns may have a material adverse effect on our operating results.
SC SP 4 LLC holds a restricted gaming license. NP Opco Holdings LLC is registered as an intermediary company and is licensed as the sole member and manager of NP Opco LLC.
SC SP 4 LLC, SCT Aliante Parkway LLC and SCT Lamb & Centennial LLC hold restricted gaming licenses. NP Opco Holdings LLC is registered as an intermediary company and is licensed as the sole member and manager of NP Opco LLC.
If it were determined that the Nevada Act was violated by a licensed subsidiary, the gaming licenses it holds could be limited, conditioned, suspended or revoked, subject to compliance with certain statutory and regulatory procedures.
If it were determined that a licensed subsidiary violated the Nevada Act, which would include but not be limited to any violation of federal anti-money laundering laws, the gaming licenses the subsidiary holds could be limited, conditioned, suspended or revoked, subject to compliance with certain statutory and regulatory procedures.
Widespread increases in costs of goods and services due to inflation and supply chain challenges and rising interest rates have negatively impacted, and may negatively impact, the discretionary spending of our customers in the future and, in turn, our results of operations. We cannot be certain of the extent or duration of any resulting negative impacts on our business.
Widespread increases in the cost of goods and services due to inflation and supply chain challenges and rising interest rates have negatively impacted, and may continue to negatively impact, the discretionary spending of our customers in the future and, in turn, may adversely impact our results of operations.
We are required to periodically submit detailed financial and operating reports to the Nevada Commission and provide any other information that the Nevada Commission may require. Substantially all material loans, leases, sales of securities and similar financing transactions by us and our licensed or registered subsidiaries must be reported to or approved by the Nevada Commission and/or the Nevada Board.
Substantially all material loans, leases, sales of securities and similar financing transactions by us and our licensed or registered subsidiaries must be reported to or approved by the Nevada Commission and/or the Nevada Board.
Our properties have encountered additional competition as large-scale Native American gaming on Indian lands, particularly in California, has increased, and competition may intensify if more Native American gaming facilities are developed. Several states have approved or are currently considering the approval of legalized casino gaming in designated areas and the expansion of existing gaming operations or additional gaming sites.
Our properties have encountered additional competition as large-scale Native American gaming on Indian lands has increased, particularly in California, and competition may intensify if more Native American gaming facilities are developed.
Our casinos draw a substantial number of customers from the Las Vegas metropolitan area, as well as nearby geographic areas, including Southern California, Arizona and Utah.
We cannot be certain of the extent or duration of any resulting negative impacts on our business. 21 Table of Contents Our casinos draw a substantial number of customers from the Las Vegas metropolitan area, as well as nearby geographic areas, including Southern California, Arizona and Utah.
In addition, we have installed water saving fixtures at each of our resort properties and we have removed natural grass features at all of our resort properties to reduce water consumption, well in advance of any mandate to do so. Since its inception over 47 years ago, Station LLC has been steadfast in its commitment to promoting responsible gaming practices.
In addition, we have 17 Table of Contents installed water saving fixtures at each of our resort properties and we have removed natural grass features at all of our resort properties to reduce water consumption, well in advance of any mandate to do so.
Sunset Station, Green Valley Ranch, Barley’s, Wildfire Sunset, Wildfire Boulder, The Greens, Wildfire Anthem, Wildfire Lanes and Wildfire Lake Mead are subject to liquor licensing control and regulation by the Henderson City Council. All liquor licenses are revocable and are, in some jurisdictions, not transferable.
Sunset Station, Green Valley Ranch, Barley’s, Wildfire Sunset, Wildfire Boulder, The Greens, Wildfire Anthem, Wildfire Lanes and Wildfire Lake Mead are subject to liquor licensing control and regulation by the Henderson City Council. Seventy Six Tavern Centennial and Seventy Six Tavern Aliante are subject to liquor licensing controls and regulations by the North Las Vegas City Council.
We have been a member of the Nevada Council on Problem Gambling since 1996 and have contributed more than $55,000 to the organization. Our benefits programs include insurance coverage for the treatment of problem gambling for our team members who may recognize a gambling problem due to their proximity to the product.
Our benefits programs include insurance coverage for the treatment of problem gambling for our team members who may recognize a gambling problem due to their proximity to the product.
Changes in licensed positions must be reported to the Nevada Gaming Authorities and, in addition to their authority to deny an application for a finding of suitability or licensure, the Nevada Gaming Authorities have jurisdiction to disapprove a change in corporate position. 12 Table of Contents If the Nevada Gaming Authorities were to find an officer, director or key employee unsuitable for licensing or unsuitable to continue to have a relationship with us or our licensed subsidiaries, the companies involved would have to sever all relationships with such person.
If the Nevada Gaming Authorities were to find an officer, director or key employee unsuitable for licensing or unsuitable to continue to have a relationship with us or our licensed subsidiaries, the companies involved would have to sever all relationships with such person.
The purchase may be made in cash, notes that bear interest at the applicable federal rate or a combination of notes and cash.
The purchase may be made in cash, notes that bear interest at the applicable federal rate or a combination of notes and cash. Additionally, the CCLGLB has the authority to approve all persons owning or controlling the stock of any corporation controlling a gaming licensee.
We may pursue new gaming acquisition and development opportunities and may not be able to recover our investment or successfully expand to additional locations. We have invested in real property in connection with development and expansion opportunities and we evaluate and may pursue acquisition opportunities in existing and emerging jurisdictions.
We have invested in real property in connection with development and expansion opportunities and we continually evaluate and may pursue acquisition opportunities in existing and emerging jurisdictions.
As a provider of entertainment that can become problematic for some individuals, we do our best to provide information on the available support, treatment, and assistance programs. We are a charter member of the National Center for Responsible Gaming and we have contributed over $150,000 to the organization.
Since its inception over 48 years ago, Station LLC has been steadfast in its commitment to promoting responsible gaming practices. As a provider of entertainment that can become problematic for some individuals, we do our best to provide information on the available support, treatment, and assistance programs.
Fertitta III, our Chairman of the Board and Chief Executive Officer. Competition for qualified personnel in our industry is intense, and it would be difficult for us to find experienced personnel to replace our current executive officers and employees.
Competition for qualified personnel in our industry is intense, and it would be difficult for us to find experienced personnel to replace our current executive officers and employees. Such competition may also make it difficult for us to recruit and retain a sufficient number of qualified employees, particularly in light of continuing labor shortages.
We cannot be sure that we will not exceed the budgeted costs of these projects or that the projects will commence operations within the contemplated time frame, if at all. Budget overruns and delays with respect to North Fork or other expansion and development projects could have a material adverse impact on our results of operations.
We cannot be sure that we will not exceed the budgeted costs of these projects or that the projects will commence operations within the contemplated time frame, if at all.
We recently opened a new casino, Durango, on Durango Drive in the southwest Las Vegas valley, and we expect to begin development of other projects in the Las Vegas valley and the North Fork project.
In 2025 we commenced construction of an expansion project at Durango and we expect to begin development of additional projects in the Las Vegas valley. In 2024 we commenced construction on the North Fork Project.
Nevada Gaming Laws and Regulations The ownership and operation of casino gaming facilities and the manufacture and distribution of gaming devices in Nevada are subject to the Nevada Gaming Control Act and the rules and regulations promulgated thereunder (collectively, the “Nevada Act”) and various local ordinances and regulations.
Any material changes, new laws or regulations or material differences in interpretations by courts or governmental authorities or material regulatory actions, fines, penalties or other actions could adversely affect our business and operating results. 11 Table of Contents Nevada Gaming Laws and Regulations The ownership and operation of casino gaming facilities and the manufacture and distribution of gaming devices in Nevada are subject to the Nevada Gaming Control Act and the rules and regulations promulgated thereunder (collectively, the “Nevada Act”) and various local ordinances and regulations.
The Code of Ethics and any waivers or amendments to the Code of Ethics are available on the Investor Relations section of our website at www.redrockresorts.com.
The Code of Ethics and any waivers or amendments to the Code of Ethics are available on the Investor Relations section of our website at www.redrockresorts.com. Printed copies are also available to any person without charge, upon request directed to our Corporate Secretary, 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135.
Our efforts were recognized for the third year in a row by our team members, who voted us the top casino employer in the Las Vegas valley. Available Information We are required to file annual, quarterly and other current reports and information with the Securities and Exchange Commission (“SEC”).
In 2024, the Company was certified as a Great Place to Work for the third year in a row, recognized as a Top Workplace for the fourth year in a row by the Las Vegas Review Journal and recognized by Forbes as a Best in State Employer. 18 Table of Contents Available Information We are required to file annual, quarterly and other current reports and information with the Securities and Exchange Commission (“SEC”).
Additionally, our casino properties are strategically located and designed to permit convenient access and ample free parking, which are critical factors in attracting local visitors and repeat patrons.
We compete by focusing on repeat customers and attracting these customers through great service and innovative marketing programs. Our value-oriented, high-quality approach is designed to 10 Table of Contents generate repeat business. Additionally, our casino properties are strategically located and designed to permit convenient access and ample free parking, which are critical factors in attracting local visitors and repeat patrons.
A live entertainment tax is also paid by casino operations where admission charges are imposed for entry into certain entertainment venues.
A live entertainment tax is also paid by casino operations where admission charges are imposed for entry into certain entertainment venues. Nevada licensees that hold a license as an operator of a slot route or manufacturer’s or distributor’s license also pay certain fees and taxes to the State of Nevada.
In addition, if we do not effectively execute succession planning and leadership development, our growth and long-term success could be hindered. We believe that a loss of the services of our executive officers and/or other personnel could have a material adverse effect on our results of operations.
There can be no assurance that we will be able to retain and motivate our employees. In addition, if we do not effectively execute succession planning and leadership development, our growth and long-term success could be hindered.
If we fail to retain our current employees, it would be difficult and costly to identify, recruit and train replacements needed to continue to conduct and expand our business. There can be no assurance that we will be able to retain and motivate our employees.
Since our reopening in June 2020, we have faced increased challenges in attracting and retaining qualified employees, while also working to remain competitive with wages as inflation has driven wages higher. If we fail to retain our current employees, it would be difficult and costly to identify, recruit and train replacements needed to continue to conduct and expand our business.
Notably, after years of a low interest rate environment, central banks across the globe significantly (and swiftly) increased interest rates to stem inflation. Though the global inflation rate began to stabilize, and in some cases decline, in 2023, core inflation has proved persistent. Thus, there is no telling if interest rates will stabilize, continue to increase or decrease.
After years of maintaining a low interest rate environment, central banks worldwide significantly and swiftly increased interest rates to combat inflation. While the global inflation rate began to ease somewhat in 2023 and 2024 as a result of central bank policy tightening, core inflation remains persistent. As a result of the decline in global inflation, while the U.S.
Removed
We compete with other nonrestricted casino/hotels, as well as restricted gaming locations, by focusing on repeat customers and attracting these customers through great service and innovative marketing programs. Our value-oriented, high-quality approach is designed to generate repeat business.
Added
SCT Holdco LLC is registered as an intermediary company and is licensed as the sole member and manager of SCT Aliante Parkway LLC and SCT Lamb & Centennial LLC.
Removed
Any material changes, new laws or regulations or material differences in interpretations by courts or governmental authorities or material regulatory actions, fines, penalties or other actions could adversely affect our business and operating results.
Added
A license to conduct “restricted” gaming operations is a state gaming license to operate not more than 15 slot machines and no other gaming device, race book or sports pool. We are required to periodically submit detailed financial and operating reports to the Nevada Commission and provide any other information that the Nevada Commission may require.
Removed
Our decades-long commitment to acting as a responsible corporate citizen has been reflected in recent years through: Station Casinos’ donation of $1 million to the COVID-19 Emergency Response Fund to purchase personal protective equipment and critical medical supplies, including test kits, for use by first responders and healthcare professionals throughout Nevada; our pandemic-related food donations through Three Square Food Bank; our donations to the Public Education Fund to support distance learning initiatives; our longstanding support of the “Smart Start” school program supporting in-need schools in Clark County; and our support of Three Square Food Bank’s “Backpack for Kids” program supporting children experiencing food insecurity; and by our support and encouragement of our team members as they collectively completed thousands of volunteer hours, including paid volunteer hours, through these and other initiatives.
Added
Changes in licensed positions must be reported to the Nevada Gaming Authorities and, in addition to their authority to deny an application for a finding of suitability or licensure, the Nevada Gaming Authorities have jurisdiction to disapprove a change in corporate position.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur Director of Cyber Security has 30 years of combined information technology experience with ten of those years working in the cybersecurity field as both an engineer and a director. 35 Table of Contents We have adopted the NIST Cybersecurity Framework to continually evaluate and enhance our cybersecurity procedures.
Biggest changeOur Chief Information Security Officer reporting to our Chief Information Officer as well as the Chief Financial Officer has 30 years of information technology experience with eleven of those years working in the cybersecurity field as both an engineer and a director.
Risk Factors— Business, Economic, Market and Operating Risks—Failure to maintain the integrity of our internal or customer data, including defending our information systems against hacking, security breaches, computer malware, cyber-attacks and similar technology exploitation risks, could have an adverse effect on our results of operations and cash flows, and/or subject us to costs, fines or lawsuits.
Risk Factors— Business, Economic, Market and Operating Risks—Failure to maintain the integrity of our internal or customer data, including defending our information systems against hacking, security breaches, computer malware, cyberattacks and similar technology exploitation risks, could have an adverse effect on our results of operations and cash flows, and/or subject us to costs, fines or lawsuits.
The Chief Information Security Officer oversees and establishes the parameters of our engagement with these experts to ensure we obtain the supplement assistance needed in this area, if any. If there is a cybersecurity incident, we may suffer interruptions in service, loss of assets or data, or reduced functionality.
The Chief Information Security Officer oversees and establishes the parameters of our engagement with these experts to ensure we obtain the supplement assistance needed in this area, if any. 36 Table of Contents If there is a cybersecurity incident, we may suffer interruptions in service, loss of assets or data, or reduced functionality.
These updates contain information such as key performance indicators, National Institute of Standards and Technology (“NIST”) Cybersecurity Framework status, cybersecurity road map status, and current events and issues. Our Director of Cyber Security reports to our Chief Information Security Officer as well as our Chief Information Officer and is responsible for the operation of our cybersecurity program.
These updates contain information such as key performance indicators, National Institute of Standards and Technology (“NIST”) Cybersecurity Framework status, cybersecurity road map status, and current events and issues. We have adopted the NIST Cybersecurity Framework to continually evaluate and enhance our cybersecurity procedures.
Removed
Our Chief Information Security Officer reporting to our Chief Information Officer as well as the Chief Financial Officer is a twenty four year industry veteran, with 10 years of business operations experience and 14 years of technology experience including six years directly in cybersecurity.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changePROPERTIES Substantially all of the property that we own and lease is subject to liens to secure borrowings under our credit agreements and include the following: Red Rock, which opened in 2006, is situated on approximately 64 acres that we own on the west side of Las Vegas, Nevada. Green Valley Ranch, which opened in 2001, is situated on approximately 40 acres that we own in Henderson, Nevada. Durango, which opened in December 2023, is situated on approximately 50 acres that we own in Las Vegas, Nevada. Palace Station, which opened in 1976, is situated on approximately 30 acres that we own in Las Vegas, Nevada. Boulder Station, which opened in 1994, is situated on approximately 46 acres that we own on the east side of Las Vegas, Nevada. Sunset Station, which opened in 1997, is situated on approximately 75 acres that we own in Henderson, Nevada. Santa Fe Station, which we purchased in 2000, is situated on approximately 39 acres that we own on the northwest side of Las Vegas, Nevada. Wildfire Rancho, which we purchased in 2003, is situated on approximately five acres that we own in Las Vegas, Nevada. 36 Table of Contents Wildfire Boulder, which we purchased in 2004, is situated on approximately two acres that we own in Henderson, Nevada. Wildfire Sunset, which we purchased in 2004, is situated on approximately one acre that we own in Henderson, Nevada. Wildfire Lake Mead, which we purchased in 2006, is situated on approximately three acres that we own in Henderson, Nevada. Wildfire Fremont, which we opened in February 2023, is situated on approximately five acres that we own in Las Vegas, Nevada. Wildfire Valley View and Wildfire Anthem, which we purchased in 2013, lease land and buildings used in their operations in Las Vegas, Nevada and Henderson, Nevada, respectively, from third-party lessors. Barley’s and The Greens, which are 50% owned, lease land and buildings in Henderson, Nevada used in their operations from third-party lessors.
Biggest changePROPERTIES Substantially all of the property that we own and lease is subject to liens to secure borrowings under our credit agreements and include the following: Red Rock, which opened in 2006, is situated on approximately 64 acres that we own on the west side of Las Vegas, Nevada. Green Valley Ranch, which opened in 2001, is situated on approximately 40 acres that we own in Henderson, Nevada. Durango, which opened in December 2023, is situated on approximately 50 acres that we own in Las Vegas, Nevada. Palace Station, which opened in 1976, is situated on approximately 30 acres that we own in Las Vegas, Nevada. Boulder Station, which opened in 1994, is situated on approximately 46 acres that we own on the east side of Las Vegas, Nevada. Sunset Station, which opened in 1997, is situated on approximately 75 acres that we own in Henderson, Nevada. Santa Fe Station, which we purchased in 2000, is situated on approximately 39 acres that we own on the northwest side of Las Vegas, Nevada. Wildfire Rancho, which we purchased in 2003, is situated on approximately five acres that we own in Las Vegas, Nevada. Wildfire Boulder, which we purchased in 2004, is situated on approximately two acres that we own in Henderson, Nevada. Wildfire Sunset, which we purchased in 2004, is situated on approximately one acre that we own in Henderson, Nevada. Wildfire Lake Mead, which we purchased in 2006, is situated on approximately three acres that we own in Henderson, Nevada. Wildfire Fremont, which we opened in February 2023, is situated on approximately five acres that we own in Las Vegas, Nevada. Wildfire Valley View and Wildfire Anthem, which we purchased in 2013, lease land and buildings used in their operations in Las Vegas, Nevada and Henderson, Nevada, respectively, from third-party lessors. Seventy Six Centennial, which we opened in October 2024, leases the land and building used in its operation in North Las Vegas, Nevada. Seventy Six Aliante, which opened in January 2025, leases the land used in its operation in North Las Vegas, Nevada from a third-party lessor. Barley’s and The Greens, which are 50% owned, lease the land and buildings in Henderson, Nevada used in their operations from third-party lessors.
LEGAL PROCEEDINGS We and our subsidiaries are defendants in various lawsuits relating to routine matters incidental to our business. No assurance can be provided as to the outcome of such matters and litigation inherently involves significant risks. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 37 Table of Contents PART II
LEGAL PROCEEDINGS We and our subsidiaries are defendants in various lawsuits relating to routine matters incidental to our business. No assurance can be provided as to the outcome of such matters and litigation inherently involves significant risks. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 38 Table of Contents PART II
We own 441 acres of developable land comprised of six strategically-located parcels in Las Vegas, each of which is zoned for casino gaming and other commercial uses. We also own one additional site that is being positioned for sale.
We opened Barley’s in 1996 and purchased The Greens in 2005 and Wildfire Lanes in 2007. 37 Table of Contents We own 452 acres of developable land comprised of six strategically-located parcels in Las Vegas, each of which is zoned for casino gaming and other commercial uses. We also own one additional site that is being positioned for sale.
Wildfire Lanes, which is 50% owned, owns the land and building in Henderson, Nevada used in its operations. We opened Barley’s in 1996 and purchased The Greens in 2005 and Wildfire Lanes in 2007.
Wildfire Lanes, which is 50% owned, owns the land and building in Henderson, Nevada used in its operations.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeThe LJEBLV and the National Labor Relations Board (the “NLRB”) has contested the election results at Red Rock and as a result of actions related to that contest we are currently bargaining with the LJEBLV at Red Rock, although we have not yet entered into a collective bargaining agreement with the bargaining units represented by the LJEBLV at Red Rock.
Biggest changeThe LJEBLV and the National Labor Relations Board (the “NLRB”) have contested the election results at Red Rock and we are currently engaged in litigation with the NLRB relating to the outcome of the Red Rock election.
The LJEBLV had been recognized as the collective bargaining representative for a unit of non-gaming employees at Palace Station and Boulder Station, but we no longer recognize the LJEBLV as the bargaining representative of those employees at either of those properties, as each of those properties received a petition indicating that a majority of its bargaining unit employees no longer desired to be represented by the LJEBLV.
The LJEBLV had been recognized as the collective bargaining representative for a unit of non-gaming employees at Palace Station, Boulder Station and Sunset Station, but we no longer recognize the LJEBLV as the bargaining representative of each of those employees at those properties, as each of those properties received a petition indicating that a majority of its bargaining unit employees no longer desired to be represented by the LJEBLV.
If United States or state tax authorities change applicable tax laws, including laws relating to taxation of gaming operations, our overall taxes could increase, and our business, financial condition or results of operations may be adversely impacted. 25 Table of Contents We also deal with significant amounts of cash in our operations and are subject to various reporting and anti-money laundering regulations.
If United States or state tax authorities change applicable tax laws, including laws relating to taxation of gaming operations, our overall taxes could increase, and our business, financial condition or results of operations may be adversely impacted. We also deal with significant amounts of cash in our operations and are subject to various reporting and anti-money laundering regulations.
Local 501 had been recognized as the collective bargaining representative for a unit of slot technicians at Sunset Station and Red Rock, but we no longer recognize Local 501 as the bargaining representative of those employees at either of those properties, as each of those properties received a petition indicating that a majority of its bargaining unit employees no longer desired to be represented by Local 501.
Local 501 had been recognized as the collective bargaining representative for a unit of slot technicians at Sunset Station, Green Valley Ranch and Red Rock, but we no longer recognize Local 501 as the bargaining representative of those employees at those properties, as each of those properties received a petition indicating that a majority of its bargaining unit employees no longer desired to be represented by Local 501.
We also will become subject to regulation in any other jurisdiction where we choose to operate in the future. As such, our gaming regulators can require us to disassociate ourselves from suppliers or business partners found unsuitable by the regulators or, alternatively, cease operations in that jurisdiction.
We also will become subject to regulation in any other jurisdiction where we choose to operate in the future. As such, gaming regulators can require us to disassociate ourselves from suppliers or business partners found unsuitable by the regulators or, alternatively, can require us to cease operations in a particular jurisdiction.
Local 501 and the NLRB are contesting the withdrawal of recognition of Local 501 at Sunset Station and Red Rock. None of our other casino properties are currently subject to any bargaining obligation, collective bargaining agreement or 24 Table of Contents similar arrangement with any union; however, we believe that organizing efforts are ongoing at this time.
Local 501 and the NLRB are contesting the withdrawal of recognition of Local 501 at Sunset Station, Green Valley Ranch and Red Rock. None of our other casino properties are currently subject to any bargaining obligation, collective bargaining agreement or similar arrangement with any union; however, we believe that organizing efforts are ongoing at this time.
The Local Joint Executive Board of Las Vegas (the “LJEBLV”) has been certified as the collective bargaining representative of non-gaming employees at Sunset Station and Green Valley Ranch. We have not yet entered into collective bargaining agreements with the bargaining units represented by the LJEBLV at either of these properties.
The Local Joint Executive Board of Las Vegas (the “LJEBLV”) has been certified as the collective bargaining representative of non-gaming employees at Green Valley Ranch. We have not yet entered into collective bargaining agreements with the bargaining units represented by the LJEBLV at Green Valley Ranch.
In addition, slot technicians are represented by the International Union of Operating Engineers, Local 501 (“Local 501”) at Palace Station and Green Valley Ranch. We are bargaining with, but have not yet entered into collective bargaining agreements with, the bargaining units represented by Local 501 at these properties.
In addition, slot technicians are represented by the International Union of Operating 24 Table of Contents Engineers, Local 501 (“Local 501”) at Palace Station. We are bargaining with, but have not yet entered into collective bargaining agreements with, the bargaining units represented by Local 501 at this property.
The LJEBLV and the NLRB are also contesting the withdrawal of recognition of the LJEBLV at Boulder Station and Palace Station and in addition have commenced an action which seeks, among other things, an order forcing us to collectively bargain with the LJEBLV at each of our resort properties.
The LJEBLV and the NLRB are also contesting the withdrawal of recognition of the LJEBLV at Boulder Station, Palace Station and Sunset Station and in addition have commenced, and we are actively litigating, various actions which seek, among other things, orders forcing us to collectively bargain with the LJEBLV at each of our resort properties.
In addition, we are subject to various gaming taxes, which are subject to possible increase at any time, and federal income tax. Tax laws are dynamic and subject to change as new laws are passed and new interpretations of the law are issued or applied. In addition, governmental tax authorities are increasingly scrutinizing the tax positions of companies.
Tax laws are dynamic and subject to change as new laws are passed and new interpretations of the law are issued or applied. In addition, governmental tax authorities are increasingly scrutinizing the tax positions of companies.
In addition, unsuitable activity on our part, on the part of individuals investing in or otherwise involved with us or on the part of our owners, managers or unconsolidated affiliates in any jurisdiction could have a negative effect on our ability to continue operating in other jurisdictions.
In addition, unsuitable activity on our part, on the part of individuals investing in or otherwise involved with us or on the part of our owners, managers or unconsolidated affiliates in any jurisdiction could have a negative effect on our ability to continue operating in other jurisdictions. 25 Table of Contents In addition, we are subject to various gaming taxes, which are subject to possible increase at any time, and federal income tax.
We are subject to extensive federal, state and local regulation and governmental authorities have significant control over our operations; this control and the cost of compliance or failure to comply with such regulations that govern our operations in any jurisdiction where we operate could have an adverse effect on our business.
In addition, we may not be able to successfully implement and/or maintain any acquired technology, which could adversely impact our business. We are subject to extensive federal, state and local regulation and governmental authorities have significant control over our operations and any failure to comply with the regulations that govern our operations could have an adverse effect on our business.
Any violations of anti-money laundering laws or regulations by any of our properties could have an adverse effect on our financial condition, results of operations or cash flows. Such laws and regulations could change or could be interpreted differently in the future, or new laws and regulations could be enacted. For a more complete description of the regulatory requirements, see
Any violations of anti-money laundering laws or regulations by any of our properties could have an adverse effect on our financial condition, results of operations or cash flows. In June 2024, the U.S. Supreme Court reversed its longstanding approach under the Chevron doctrine, which provided for judicial deference to regulatory agencies.
Removed
In addition, we may not be able to successfully implement and/or maintain any acquired technology.
Added
As a result of this decision, we cannot be sure whether there will be increased challenges to existing agency regulations or how lower courts will apply the decision in the context of other regulatory schemes without more specific guidance from the U.S. Supreme Court. For example, the U.S.
Added
Supreme Court’s decision could significantly impact gaming regulation, tax laws, anti-money laundering regulations, environmental laws, labor laws and other regulatory regimes with which we are required to comply. New approaches to policymaking and legislation may also produce unintended harms for our business, which may impact our ability to operate our business in the manner in which we are accustomed.
Added
Any of these regulations could negatively affect how we market our offerings and increase our regulatory compliance or tax. For a more complete description of the regulatory requirements, see

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeStock Performance Graph The following graph for the period beginning on December 31, 2018 and ending on December 31, 2023 compares the cumulative total stockholder return on our Class A common stock with the cumulative total return on the Standard & Poor’s MidCap 400 Index (“S&P MidCap 400”) and the Standard & Poor’s Composite 1500 Casinos & Gaming Index (“S&P Composite 1500 Casinos & Gaming”). 38 Table of Contents Cumulative Total Return December 31, 2018 2019 2020 2021 2022 2023 Red Rock Resorts, Inc. $ 100.00 $ 119.92 $ 126.92 $ 296.30 $ 225.92 $ 307.68 S&P MidCap 400 100.00 126.20 143.44 178.95 155.58 181.15 S&P Composite 1500 Casinos & Gaming 100.00 150.30 173.56 171.00 135.35 156.34 Past stock price performance is not necessarily indicative of future results.
Biggest changeStock Performance Graph The following graph for the period beginning on December 31, 2019 and ending on December 31, 2024 compares the cumulative total stockholder return on our Class A common stock with the cumulative total return on the Standard & Poor’s MidCap 400 Index (“S&P MidCap 400”) and the Standard & Poor’s Composite 1500 Casinos & Gaming Index (“S&P Composite 1500 Casinos & Gaming”).
Our 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.
Our 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. Our non-gaming offerings include restaurants, hotels and other entertainment amenities.
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. 41 Table of Contents Information about our results of operations is included herein and in the notes to our Consolidated Financial Statements.
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. 42 Table of Contents Information about our results of operations is included herein and in the notes to our Consolidated Financial Statements.
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. 40 Table of Contents Win represents the amount of wagers retained by us. Hold represents win as a percentage of slot handle, table game drop or race and sports write.
Slot handle represents the dollar amount wagered in slot machines, and table game drop represents the total amount of cash and net markers issued that are deposited in table game drop boxes. Win represents the amount of wagers retained by us. Hold represents win as a percentage of slot handle, table game drop or race and sports write.
At December 31, 2023, we held 58% of the economic interests and 100% of the voting power in Station Holdco, subject to certain limited exceptions, and we are designated as the sole managing member of both Station Holdco and Station LLC.
At December 31, 2024, we held 58% of the economic interests and 100% of the voting power in Station Holdco, subject to certain limited exceptions, and we are designated as the sole managing member of both Station Holdco and Station LLC.
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.
Approximately 80% 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.
Results of Operations The following table presents information about our results of operations for the year ended December 31, 2023 compared to 2022 (dollars in thousands). Information about our results of operations for the year ended December 31, 2022 compared to 2021 can be found in Part II,
Results of Operations The following table presents information about our results of operations for the year ended December 31, 2024 compared to 2023 (dollars in thousands). Information about our results of operations for the year ended December 31, 2023 compared to 2022 can be found in Part II,
The performance graph should not be deemed filed or incorporated by reference into any other of our filings under the Securities Act of 1933 or the Exchange Act of 1934, unless we specifically incorporate the performance graph by reference therein. ITEM 6. [RESERVED] 39 Table of Contents ITEM 7.
The performance graph should not be deemed filed or incorporated by reference into any other of our filings under the Securities Act of 1933 or the Exchange Act of 1934, unless we specifically incorporate the performance graph by reference therein. ITEM 6. [RESERVED] ITEM 7.
See Note 9 to the Consolidated Financial Statements for additional information about dividends.
See Note 11 to the Consolidated Financial Statements for additional information about dividends.
However, we cannot predict whether these trends will continue, nor can we predict the extent to which the impacts of inflation, increased energy costs and interest rate fluctuations may affect our business in the future. Our Key Performance Indicators We use certain key indicators to measure our performance.
However, we cannot predict whether these trends will continue, nor can we predict the extent to which the impacts of inflation and interest rate fluctuations may affect our business in the future. 41 Table of Contents Our Key Performance Indicators We use certain key indicators to measure our performance.
Holders At February 15, 2024, there were 11 holders of record of our Class A common stock, although we believe there are a significantly larger number of beneficial owners of our Class A common stock because many shares are held by brokers and other institutions on behalf of stockholders.
Holders At February 14, 2025, there were 12 holders of record of our Class A common stock, although we believe there are a significantly larger number of beneficial owners of our Class A common stock because many shares are held by brokers and other institutions on behalf of stockholders.
We have continued to experience favorable customer trends, including consistent visitation from our guests and strong spend per visit across the majority of our properties. These trends, in combination with our operational discipline and our focus on our core local guests, as well as regional and out of town guests, continued to drive consistent operating results in 2023.
We have continued to experience favorable customer trends, including strong carded slot play, strong customer engagement and robust spend per visit across the majority of our properties. These trends, in combination with our operational discipline and our focus on our core local guests, as well as regional and out of town guests, continued to drive consistent operating results in 2024.
On February 7, 2024, we announced that our board of directors declared a quarterly cash dividend of $0.25 per share of Class A common stock, to be paid on March 29, 2024 to shareholders of record as of March 15, 2024.
On February 11, 2025, we announced that our board of directors declared a quarterly cash dividend of $0.25 per share of Class A common stock, to be paid on March 31, 2025 to shareholders of record as of March 17, 2025.
Station LLC is a gaming, development and management company established in 1976 that owns and operates seven major gaming and entertainment facilities and ten smaller casinos (three of which are 50% owned) in the Las Vegas regional market.
Station LLC is a gaming, development and management company established in 1976 that owns and operates seven major gaming and entertainment facilities and 12 smaller casinos (three of which are 50% owned) in the Las Vegas regional market. In December 2023, we opened Durango Casino & Resort (“Durango”).
As of December 2023, the unemployment rate in the Las Vegas metropolitan area was 5.3%, down from 5.4% in December 2022. Statewide, the unemployment rate for December 2023 was 5.4%, as compared to 5.2% in December 2022.
As of December 2024, the unemployment rate in the Las Vegas metropolitan area was 5.9%, up from 5.3% in December 2023. Statewide, the unemployment rate for December 2024 was 5.7%, as compared to 5.4% in December 2023.
In light of uncertainty in the economic outlook stemming from inflation, higher interest rates, increased energy costs and increased geo-political and regional conflicts, we cannot predict whether the trend in unemployment or the trend in housing prices in the Las Vegas area will continue.
In light of uncertainty in the economic outlook stemming from inflation, higher interest rates, increased geo-political and regional conflicts, and the current administration’s view of the regulatory environment and agencies, we cannot predict whether the trends in unemployment, housing prices or population growth in the Las Vegas area will continue.
The median price of an existing single-family home in Las Vegas was $449,900 at December 31, 2023 up 5.9% as compared to December 31, 2022, according to the Las Vegas Realtors®. In addition, Las Vegas remains one of the fastest growing metropolitan areas in the United States, posting a 2.1% growth rate in 2023.
The median price of an existing single-family home in Las Vegas was $475,000 at December 31, 2024, up 5.6% as compared to December 31, 2023, according to the Las Vegas Realtors®. In addition, the Las Vegas metropolitan area population continues to grow, posting a 1.9% growth rate in 2024 over the prior year.
In addition, in December 2022, we paid a special cash dividend of $1.00 per share to Class A common stockholders.
Dividends During the years ended December 31, 2024 and 2023, we declared and paid quarterly cash dividends totaling $1.00 per share to Class A common stockholders. In addition, in March 2024, we paid a special cash dividend of $1.00 per share to Class A common stockholders.
Issuer Purchases of Equity Securities During the three months ended December 31, 2023 we repurchased 860 shares of Class A common stock at an average price paid per share of $41.88, related to shares withheld in satisfaction of tax withholding obligations on vested restricted stock.
Issuer Purchases of Equity Securities During the three months ended December 31, 2024, we repurchased shares of Class A common stock which were withheld in satisfaction of tax withholding obligations on vested restricted stock. The following table provides information with respect to purchases by the Company of shares of its common stock during the fourth quarter of 2024.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our Class A common stock has traded on the NASDAQ under the symbol “RRR” since April 27, 2016. Prior to that date, there was no public market for our Class A common stock.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our Class A common stock trades on the NASDAQ under the symbol “RRR”. The declaration, amount and payment of dividends on shares of Class A common stock are at the discretion of the board of directors, subject to legally available funds.
In December 2023, we opened Durango at the intersection of Durango Drive and Interstate 215 in the southwest Las Vegas valley, and in February 2023, we opened our tenth smaller casino, Wildfire Fremont. As of December 31, 2023, we offered 16,333 slot machines, 317 table games and 3,030 hotel rooms in the Las Vegas market.
As of December 31, 2024, we offered 16,447 slot machines, 320 table games and 3,030 hotel rooms in the Las Vegas market.
Removed
The declaration, amount and payment of dividends on shares of Class A common stock are at the discretion of the board of directors, subject to legally available funds. Dividends During the years ended December 31, 2023 and 2022, we declared and paid quarterly cash dividends totaling $1.00 per share to Class A common stockholders.
Added
Period Total number of shares purchased Average Price Paid per Share Total Number of Shares Purchased as Part of a Publicly Announced Program (1) Approximate Dollar Value That May Yet Be Purchased Under the Program (1) October 1 to October 31, 2024 — $ — — $ 308,970,496 November 1 to November 30, 2024 1,008 $ 51.66 — $ 308,970,496 December 1 to December 31, 2024 — — — $ 308,970,496 Total 1,008 $ 51.66 — $ 308,970,496 _______________________________________________________________ (1) In February 2019, we announced that our board of directors had approved an equity repurchase program authorizing the repurchase of our Class A common stock through open market purchases, negotiated transactions or tender offers.
Removed
In addition, on February 7, 2024, we announced that we would pay a special cash dividend of $1.00 per share of Class A common stock, to be paid on March 4, 2024, to shareholders of record as of February 22, 2024.
Added
On August 4, 2022, our board of directors increased the authorization for repurchases of Class A common stock under the program by $300.0 million, resulting in total repurchase authorization of $600.0 million. On May 2, 2024, our board of directors extended the expiration date of the equity repurchase program to December 31, 2025.
Removed
Our board of directors has authorized $600 million for repurchases of Class A common stock under our equity repurchase program through June 30, 2024. The Company made no repurchases during the three months ended December 31, 2023 under the program. At December 31, 2023, the remaining amount authorized for repurchases under the program was $312.9 million.
Added
At December 31, 2024, the remaining amount authorized for repurchases under the program was $309.0 million. 39 Table of Contents Recent Sales of Unregistered Securities —None.
Removed
In 2022, we permanently closed our Texas Station, Fiesta Henderson, Fiesta Rancho and Wild Wild West properties. A subsidiary of Station LLC also previously managed Graton Resort in northern California on behalf of a Native American tribe through February 5, 2021.
Added
Cumulative Total Return December 31, 2019 2020 2021 2022 2023 2024 Red Rock Resorts, Inc. $ 100.00 $ 105.83 $ 247.08 $ 188.39 $ 256.56 $ 230.69 S&P MidCap 400 100.00 113.66 141.80 123.28 143.54 163.54 S&P Composite 1500 Casinos & Gaming 100.00 115.48 113.77 90.05 104.02 97.42 40 Table of Contents Past stock price performance is not necessarily indicative of future results.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

37 edited+14 added4 removed13 unchanged
Biggest changeYear Ended December 31, 2023 2022 Percent change Net revenues $ 1,724,086 $ 1,663,786 3.6% Operating income 558,688 561,302 (0.5)% Casino revenues 1,132,154 1,126,058 0.5% Casino expenses 293,993 279,537 5.2% Margin 74.0 % 75.2 % Food and beverage revenues 313,619 283,067 10.8% Food and beverage expenses 244,786 224,903 8.8% Margin 21.9 % 20.5 % Room revenues 183,103 164,502 11.3% Room expenses 55,064 52,017 5.9% Margin 69.9 % 68.4 % Other revenues 94,403 87,089 8.4% Other expenses 32,549 32,258 0.9% Management fee revenue 807 3,070 n/m Selling, general and administrative expenses 374,494 353,043 6.1% Percent of net revenues 21.7 % 21.2 % Depreciation and amortization 132,536 128,368 3.2% Write-downs and other, net 31,976 (47,660) n/m Asset impairment 80,018 n/m Interest expense, net 181,023 129,889 39.4% Net income attributable to noncontrolling interests 161,772 184,895 (12.5)% Provision for income tax (42,984) (44,530) (3.5)% Net income attributable to Red Rock 176,004 205,457 (14.3)% ________________________________________________ n/m = not meaningful We view each of our Las Vegas casino properties as an individual operating segment.
Biggest changeYear Ended December 31, 2024 2023 Percent change Net revenues $ 1,939,011 $ 1,724,086 12.5% Operating income 568,691 558,688 1.8% Casino revenues 1,277,249 1,132,154 12.8% Casino expenses 354,597 293,993 20.6% Margin 72.2 % 74.0 % Food and beverage revenues 360,388 313,619 14.9% Food and beverage expenses 295,193 244,786 20.6% Margin 18.1 % 21.9 % Room revenues 200,517 183,103 9.5% Room expenses 63,768 55,064 15.8% Margin 68.2 % 69.9 % Other revenues 100,857 95,210 5.9% Other expenses 30,669 32,549 (5.8)% Selling, general and administrative expenses 432,276 374,494 15.4% Percent of net revenues 22.3 % 21.7 % Depreciation and amortization 187,112 132,536 41.2% Write-downs and other, net 6,705 31,976 n/m Interest expense, net 228,804 181,023 26.4% Loss on extinguishment/modification of debt 14,402 n/m Net income attributable to noncontrolling interests 137,241 161,772 (15.2)% Provision for income tax 36,914 42,984 (14.1)% Net income attributable to Red Rock 154,051 176,004 (12.5)% ________________________________________________ n/m = not meaningful We view each of our Las Vegas casino properties as an individual operating segment.
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. 45 Table of Contents Holding Company Financial Information The indentures governing the 4.50% Senior Notes and the 4.625% Senior Notes contain certain covenants that require Station LLC to furnish to the holders of the notes certain annual and quarterly financial information relating to Station LLC and its subsidiaries.
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. 46 Table of Contents Holding Company Financial Information The indentures governing the 4.50% Senior Notes, the 4.625% Senior Notes and the 6.625% Senior Notes contain certain covenants that require Station LLC to furnish to the holders of the respective series of notes certain annual and quarterly financial information relating to Station LLC and its subsidiaries.
Other payment obligations include salaries, wages and employee benefits, service contracts, property taxes, insurance, federal income taxes and other obligations. At December 31, 2023, $2.1 billion of the borrowings under our credit agreements were based on variable rates, primarily SOFR.
Other payment obligations include salaries, wages and employee benefits, service contracts, property taxes, insurance, federal income taxes and other obligations. At December 31, 2024, $1.7 billion of the borrowings under our credit agreements were based on variable rates, primarily SOFR.
We cannot predict the SOFR or base rate interest rates that will be in effect in the future, and actual rates will vary, which will impact our interest cost. Based on our outstanding borrowings at December 31, 2023, an assumed 1% increase in variable interest rates would cause our annual interest cost to increase by approximately $21.2 million. See
We cannot predict the SOFR or base rate interest rates that will be in effect in the future, and actual rates will vary, which will impact our interest cost. Based on our outstanding borrowings at December 31, 2024, an assumed 1% increase in variable interest rates would cause our annual interest cost to increase by approximately $17.1 million. See
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on February 24, 2023.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 21, 2024.
For the years ended December 31, 2023 and 2022, the difference between the statement of income for Station LLC and its consolidated subsidiaries and the statement of income for the Holding Company is that the Holding Company had a net loss of $42.0 million and $46.0 million, respectively, primarily representing provision for income tax.
For the years ended December 31, 2024 and 2023, the difference between the statement of income for Station LLC and its consolidated subsidiaries and the statement of income for the Holding Company is that the Holding Company had a net loss of $34.6 million and $42.0 million, respectively, primarily representing provision for income tax.
Write-downs and other, net. Write-downs and other, net, include gains and losses on asset disposals, demolition and others costs associated with our closed properties, preopening and development expenses, business innovation and technology enhancements, contract termination costs and non-routine items.
Write-downs and other, net, include gains and losses on asset disposals, demolition and other costs associated with properties that were permanently closed, development and preopening expenses, business innovation and technology enhancements, contract termination costs and non-routine items.
For the year ended December 31, 2023, write-downs and other, net was a loss of $32.0 million, comprising $53.4 million in preopening and development expenses, $10.1 million of demolition costs associated with the permanently closed properties, $4.0 million in business innovation development, and other, partially offset by net gains on land sales of $38.6 million.
For the year ended December 31, 2023, write-downs and other, net was an expense of $32.0 million, primarily comprising $53.4 million in development and preopening expenses, $10.1 million of demolition costs associated with properties that were permanently closed and $4.0 million in business innovation development expenses, partially offset by net gains on land sales of $38.6 million. Interest Expense, net.
We expect that interest rates on our credit facility may continue to vary in response to macroeconomic conditions. Based on our outstanding borrowings at December 31, 2023, an assumed 1% increase in variable interest rates would cause our annual interest rate cost to increase by approximately $21.2 million.
We expect that interest rates on our credit facility will continue to vary in response to macroeconomic conditions. Based on our outstanding borrowings at December 31, 2024, an assumed 1% increase in variable interest rates would cause our annual interest rate cost to increase by approximately $17.1 million.
We are not liable for income tax on the noncontrolling interests’ share of Station Holdco’s taxable income or benefit from a taxable loss, and therefore our effective tax rate of 11.3% for the year ended December 31, 2023 was less than the statutory rate. 44 Table of Contents Adjusted EBITDA Adjusted EBITDA for the years ended December 31, 2023 and 2022 for our two reportable segments and a reconciliation of our consolidated net income to Adjusted EBITDA are presented below (amounts in thousands).
We are not liable for income tax on the noncontrolling interests’ share of Station Holdco’s taxable income or benefit from a taxable loss, and therefore our effective tax rate of 11.2% and 11.3% for the years ended December 31, 2024 and 2023, respectively, was less than the statutory rate. 45 Table of Contents Adjusted EBITDA Adjusted EBITDA for the years ended December 31, 2024 and 2023 and a reconciliation of our consolidated net income to Adjusted EBITDA are presented below (amounts in thousands).
The Holding Company’s $34.0 million intercompany note receivable from Station LLC is eliminated in consolidation.
The Holding Company’s $53.9 million intercompany note receivable from Station LLC is eliminated in consolidation.
At December 31, 2023, the difference between the balance sheet for Station LLC and its consolidated subsidiaries and the balance sheet for the Holding Company is that the Holding Company had cash of $0.2 million, $14.4 million of income tax receivable, $43.4 million of deferred tax assets, net, and a $34.0 million note receivable from Station LLC, which are solely assets of the Holding Company, and liabilities that are solely the Holding Company’s, consisting of a $22.1 million liability under the TRA, of which $1.7 million is expected to be paid in the next twelve months and $3.3 million of other liabilities.
At December 31, 2024, the difference between the balance sheet for Station LLC and its consolidated subsidiaries and the balance sheet for the Holding Company is that the Holding Company had cash of $4.2 million, $56.4 million of deferred tax assets, net, and a $53.9 million note receivable from Station LLC, which are solely assets of the Holding Company, and liabilities that are solely the Holding Company’s, consisting of a $20.4 million liability under the TRA, of which $1.4 million is expected to be paid in the next twelve months and $5.5 million of other liabilities.
At December 31, 2023, $2.1 billion of borrowings under the credit agreements were based on variable interest rates, primarily the Secured Overnight Financing Rate (“SOFR”), plus applicable margins of 1.50% to 2.25%, and the SOFR rate applicable to our outstanding SOFR-based borrowings was 5.46%.
At December 31, 2024, $1.7 billion of borrowings under the credit agreements were based on variable interest rates, primarily the Secured Overnight Financing Rate (“SOFR”), plus applicable margins of 1.50% to 2.00%, and the SOFR rate applicable to our outstanding SOFR-based borrowings was 4.36% to 4.38%.
Our anticipated uses of cash for 2024 include (i) approximately $140.0 million to $180.0 million for capital expenditures, (ii) required principal and interest payments totaling $26.1 million and $217.9 million, respectively, on Station LLC’s indebtedness, (iii) dividends to our Class A common stockholders, and (iv) distributions to noncontrolling interest holders of Station Holdco, including “tax distributions”, which may be made quarterly when required and in amounts that may vary from quarter to quarter.
Our anticipated uses of cash for 2025 include (i) approximately $375.0 million to $425.0 million for capital expenditures, (ii) approximately $20.0 million for construction advances on the North Fork Project (iii) required principal and interest payments totaling approximately $52.9 million and $201.2 million, respectively, on Station LLC’s indebtedness, (iv) dividends to our Class A common stockholders, and (v) distributions to noncontrolling interest holders of Station Holdco, including “tax distributions”, which may be made quarterly when required and in amounts that may vary from quarter to quarter.
The following table presents summarized information about our interest expense (amounts in thousands): Year Ended December 31, 2023 2022 Interest cost, net of interest income $ 201,243 $ 126,150 Amortization of debt discount and debt issuance costs 9,608 9,626 Capitalized interest (29,828) (5,887) Interest expense, net $ 181,023 $ 129,889 Interest expense, net, for the year ended December 31, 2023 was $181.0 million, an increase of 39.4% as compared to $129.9 million for 2022.
The following table presents summarized information about our interest expense (amounts in thousands): Year Ended December 31, 2024 2023 Interest cost, net of interest income $ 221,405 $ 201,243 Amortization of debt discount and debt issuance costs 7,399 9,608 Capitalized interest (29,828) Interest expense, net $ 228,804 $ 181,023 Interest expense, net, for the year ended December 31, 2024 was $228.8 million, an increase of 26.4% as compared to $181.0 million for 2023.
Net revenues for the year ended December 31, 2023 increased by $60.3 million to $1.72 billion as compared to $1.66 billion for the year ended December 31, 2022. Contributing to our year over year increase is our Durango property which opened on December 5, 2023.
Net revenues for the year ended December 31, 2024 increased by $214.9 million to $1.94 billion as compared to $1.72 billion for the year ended December 31, 2023. The primary contributor to our year over year increase is our Durango property which opened on December 5, 2023.
As a percentage of net revenue, SG&A expenses for the year ended December 31, 2023 were effectively flat as compared to the prior year as we continued to focus on operational efficiencies and cost control. Depreciation and Amortization. Depreciation and amortization expense for the year ended December 31, 2023 increased to $132.5 million as compared to $128.4 million for 2022.
As a percentage of net revenue, SG&A expenses for the year ended December 31, 2024 were effectively flat as compared to the prior year as we continued to focus on operational efficiencies and cost control. 44 Table of Contents Depreciation and Amortization.
At December 31, 2023, we had $137.6 million in cash and cash equivalents, and Station LLC’s borrowing availability under its revolving credit facility was $479.3 million, which was net of $512.0 million in outstanding borrowings and $39.8 million in outstanding letters of credit and similar obligations.
At December 31, 2024, we had $164.4 million in cash and cash equivalents, and Station LLC’s borrowing availability under its revolving credit facility was $897.7 million, which was net of $155.0 million in outstanding borrowings and $47.3 million in outstanding letters of credit and similar obligations.
Information about our hotel operations is presented below: Year Ended December 31, 2023 2022 Occupancy 87.4 % 83.0 % Average daily rate $ 199.54 $ 179.88 Revenue per available room $ 174.47 $ 149.34 Our ADR improved by 10.9%, our revenue per available room improved by 16.8% and our occupancy rate improved by 4.4 percentage points for 2023 as compared to 2022 due to improved demand.
Information about our hotel operations is presented below: Year Ended December 31, 2024 2023 Occupancy 87.8 % 87.4 % Average daily rate $ 204.00 $ 199.54 Revenue per available room $ 179.19 $ 174.47 Our ADR improved by 2.2% and our revenue per available room improved by 2.7% for 2024 as compared to 2023.
We also aggregate our Native American 42 Table of Contents management activities into one reportable segment. The results of operations for our Native American management segment are discussed in the section entitled Management Fee Revenue below and the results of operations of our Las Vegas operations are discussed in the remaining sections below. Net Revenues.
We also aggregate our Native American management activities into one reportable segment. There was no Native American management activity for the years ended December 31, 2024 and 2023. The results of operations of our Las Vegas operations are discussed in the remaining sections below. 43 Table of Contents Net Revenues.
For the year ended December 31, 2023, food and beverage revenue increased by 10.8% as compared to 2022, primarily due to an increase in our catering and group business. For 2023, the average guest check increased by 6.1%, while the number of restaurant guests served decreased by 4.0% as compared to 2022.
For the year ended December 31, 2024, food and beverage revenue increased by 14.9% as compared to 2023, primarily due to additional food and beverage offerings. For 2024, the average guest check increased by 10.4% and the number of restaurant guests served increased by 8.6% as compared to 2023.
Adjusted EBITDA includes net income plus depreciation and amortization, share-based compensation, write-downs and other, net (including gains and losses on asset disposals, demolition costs, preopening and development, business innovation and technology enhancements, contract termination costs and non-routine items), asset impairment, interest expense, net, provision for income tax and other.
Adjusted EBITDA for the years ended December 31, 2024 and 2023 includes net income plus depreciation and amortization, share-based compensation, write-downs and other, net (including gains and losses on asset disposals, development and preopening expense, business innovation and technology enhancements, demolition costs and non-routine items), interest expense, net, loss on extinguishment/modification of debt, change in fair value of derivative instruments and provision for income tax.
For the years ended December 31, 2023 and 2022, we recognized income tax expense of $43.0 million and $44.5 million, respectively. Station Holdco is treated as a partnership for income tax reporting and Station Holdco’s members are liable for federal, state and local income taxes based on their share of Station Holdco’s taxable income.
Station Holdco is treated as a partnership for income tax reporting and Station Holdco’s members are liable for federal, state and local income taxes based on their share of Station Holdco’s taxable income.
Other. Other primarily represents revenues from tenant leases, retail outlets, bowling, spas and entertainment and their corresponding expenses. For the year ended December 31, 2023, other revenues increased by 8.4% as compared to the prior year, primarily driven by leased outlets, bowling and spas. Other expenses were consistent as compared to the prior year. Management Fee Revenue.
Our occupancy rate for the year ended December 31, 2024 was in-line with the prior year. Other. Other primarily represents revenues from tenant leases, retail outlets, bowling, spas and entertainment, and their corresponding expenses. For the year ended December 31, 2024, other revenues increased by 5.9% as compared to the prior year, primarily driven by additional leased outlets.
Food and beverage expenses for the year ended December 31, 2023 as compared to the prior year increased by 8.8%, primarily due to higher employee-related costs, associated catering costs and costs of sales. Room. For the year ended December 31, 2023 as compared to 2022, room revenues increased by 11.3% and room expenses increased by 5.9%.
Food and beverage expenses for the year ended December 31, 2024 as compared to the prior year increased by 20.6%, primarily due to the opening of our Durango property. Room. For the year ended December 31, 2024 as compared to 2023, room revenues increased by 9.5% and room expenses increased by 15.8%.
Our hold percentages for 2023 were consistent compared to 2022. Casino expenses increased by 5.2% for the year ended December 31, 2023 as compared to the prior year, primarily due to higher employee-related costs. Food and Beverage. Food and beverage includes revenue and expenses from restaurants, bars and catering.
Casino expenses increased by 20.6% for the year ended December 31, 2024 as compared to the prior year, primarily due to the opening of our Durango property. Food and Beverage. Food and beverage includes revenue and expenses from restaurants, bars and catering.
At December 31, 2022, the Holding Company had cash of $15.3 million, $75.7 million of deferred tax assets, net, $0.3 million of prepaid expenses, a $28.6 million liability under the TRA, of which $6.6 million was current, $1.7 million of other current liabilities and $1.8 million of other long-term liabilities.
At December 31, 2023, the Holding Company had cash of $0.2 million, $14.4 million of income tax receivable, $43.4 million of deferred tax assets, net, $34.0 million note receivable from Station LLC, a $22.1 million liability under the TRA, of which $1.7 million was current and $3.3 million of other liabilities.
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 activities.
We have two reportable segments, 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 activities. There was no Native American management activity in the current or prior year.
We achieved year over year growth of 0.5%, 10.8%, 11.3% and 8.4% in casino revenue, food and beverage, room and other revenues, respectively. There was no revenue from our Native American management activity for the year ended December 31, 2023, resulting in a decrease in management fee revenue. Operating Income.
We achieved year over year growth of 12.8%, 14.9%, 9.5% and 5.9% in casino revenue, food and beverage, room and other revenues, respectively. Operating Income. For the year ended December 31, 2024 our operating income was $568.7 million. For the year ended December 31, 2023 our operating income was $558.7 million.
We ceased to manage Graton Resort on February 5, 2021. Selling, General and Administrative (“SG&A”). SG&A expenses increased by 6.1% to $374.5 million for the year ended December 31, 2023 as compared to $353.0 million for the prior year.
Other expenses decreased by 5.8% as compared to the prior year. Selling, General and Administrative (“SG&A”). SG&A expenses increased by 15.4% to $432.3 million for the year ended December 31, 2024 as compared to $374.5 million for the prior year.
Additional information about our long-term debt is included in Note 8 to the Consolidated Financial Statements. Net Income Attributable to Noncontrolling Interests . Net income attributable to noncontrolling interests for the years ended December 31, 2023 and 2022 represented the portion of net income attributable to the ownership interest in Station Holdco not held by us. Provision for Income Tax.
Net income attributable to noncontrolling interests for the years ended December 31, 2024 and 2023 represented the portion of net income attributable to the ownership interest in Station Holdco not held by us. Provision for Income Tax. For the years ended December 31, 2024 and 2023, we recognized income tax expense of $36.9 million and $43.0 million, respectively.
The increase in SG&A expenses as compared to the prior year was primarily due to higher employee-related costs, repairs and maintenance and utilities, partially offset by a decrease in legal expenses.
The increase in SG&A expenses as compared to the prior year was primarily due to expenses associated with the opening of our Durango property and higher employee-related costs as a result of wage increases.
Year Ended December 31, 2023 2022 Net revenues Las Vegas operations $ 1,709,951 $ 1,651,048 Native American management 2,207 Reportable segment net revenues 1,709,951 1,653,255 Corporate and other 14,135 10,531 Net revenues $ 1,724,086 $ 1,663,786 Net income $ 337,776 $ 390,352 Adjustments Depreciation and amortization 132,536 128,368 Share-based compensation 19,673 17,515 Write-downs and other, net 31,976 (47,660) Asset impairment 80,018 Interest expense, net 181,023 129,889 Provision for income tax 42,984 44,530 Other 866 Adjusted EBITDA $ 745,968 $ 743,878 Adjusted EBITDA Las Vegas operations $ 818,820 $ 812,849 Native American management 1,071 Corporate and other (72,852) (70,042) Adjusted EBITDA $ 745,968 $ 743,878 The year-over-year changes in Adjusted EBITDA were due to the factors described under Results of Operations above.
Year Ended December 31, 2024 2023 Net revenues Las Vegas operations $ 1,926,128 $ 1,709,951 Corporate and other 12,883 14,135 Net revenues $ 1,939,011 $ 1,724,086 Net income $ 291,292 $ 337,776 Adjustments Depreciation and amortization 187,112 132,536 Share-based compensation 30,945 19,673 Write-downs and other, net 6,705 31,976 Interest expense, net 228,804 181,023 Loss on extinguishment/modification of debt 14,402 Change in fair value of derivative instruments (274) Provision for income tax 36,914 42,984 Adjusted EBITDA $ 795,900 $ 745,968 Adjusted EBITDA Las Vegas operations $ 879,360 $ 818,820 Corporate and other (83,460) (72,852) Adjusted EBITDA $ 795,900 $ 745,968 The year-over-year changes in Adjusted EBITDA were due to the factors described under Results of Operations above.
Additional information about factors impacting our operating income is discussed below. Casino. Casino revenues increased by $6.1 million for the year ended December 31, 2023 as compared to 2022. For 2023, slot handle was consistent as compared to 2022, table games drop increased by 9.2% and race and sports write decreased by 3.8%.
Our Durango property primarily drove the increase in operating income for the year ended December 31, 2024, as compared to the prior year. Additional information about factors impacting our operating income is discussed below. Casino. As described under Net Revenues above, our casino revenues increased by 12.8% for the year ended December 31, 2024 as compared to 2023.
Room expenses were higher for the year ended December 31, 2023 as compared to 2022 commensurate with the higher revenues and increased occupancy.
The increase in room revenues and expenses for the year ended December 31, 2024 as compared to 2023, was primarily due to the opening of our Durango property.
For the year ended December 31, 2022, write-downs and other, net was a gain of $47.7 million, comprising net gains on capital asset transactions of $79.0 million (including gains on land sales of $76.3 million), partially offset by preopening expense of $3.7 million for Durango, $9.3 million of demolition costs associated with the closed properties, $9.2 million in business innovation development, $6.7 million in artist performance agreement termination costs associated with Palms, and other.
For the year ended December 31, 2024, write-downs and other, net was an expense of $6.7 million, primarily comprising business innovation development expenses of $3.5 million, $1.3 million in development and preopening expenses (including refunds for previously expensed development costs of $5.8 million) and loss on asset disposals of $1.2 million.
The increase in interest expense, net was due to higher variable interest rates applicable to our credit facility as well increased borrowings under our revolving credit facility, primarily associated with the Durango development project.
The increase in interest expense, net was primarily due to capitalized interest in the prior year as well as an increase in borrowings for the current year.
Removed
For the year ended December 31, 2023 our operating income was $558.7 million. For the year ended December 31, 2022 our operating income was $561.3 million and included the impact of impairment charges of $80.0 million related primarily to the permanent closure of our Texas Station, Fiesta Rancho and Fiesta Henderson properties in June 2022.
Added
The opening of Durango resulted in cannibalization at our other properties in line with our expectations, primarily at Red Rock. In addition, certain of our properties experienced disruption from traffic improvements and construction disruption associated with renovations and new amenities.
Removed
For the year ended December 31, 2023, management fees represented fees earned from the management of our joint ventures. For the year ended December 31, 2022, management fees represented fees earned from our previous agreement with a Native American tribe to manage Graton Resort, as well as fees earned from the management of our joint ventures.
Added
For 2024, slot handle increased by 9.5%, table games drop increased by 41.4% and race and sports write was flat, all as compared to 2023. Our slot hold for 2024 was consistent compared to 2023, while our table games hold decreased 1.1% and our race and sports hold decreased 1.4%, both as compared to 2023.
Removed
The increase for 2023 was primarily due to higher depreciation expense for development projects placed into service, including Durango, partially offset by a decrease in 43 Table of Contents depreciation expense for the closed properties. We ceased recognizing depreciation expense for Texas Station, Fiesta Rancho and Fiesta Henderson in June 2022 and Wild Wild West in September 2022.
Added
Depreciation and amortization expense for the year ended December 31, 2024 increased to $187.1 million as compared to $132.5 million for 2023. The increase for 2024 was primarily due to higher depreciation expense associated with Durango’s assets placed in service in December 2023. Write-downs and other, net.
Removed
Asset Impairment . There were no asset impairment charges for the year ended December 31, 2023. For the year ended December 31, 2022, we recognized asset impairment charges totaling $80.0 million, primarily to write off the facilities and certain related assets at Texas Station, Fiesta Rancho and Fiesta Henderson, which we permanently closed in June 2022. Interest Expense, net.
Added
On March 14, 2024, we completed a series of refinancing transactions pursuant to which we entered into an amended and restated credit agreement (the “Credit Agreement”) for the New Term Loan B Facility (as defined below) and issued $500.0 million of 6.625% senior notes due 2032 (the “6.625% Senior Notes”).
Added
On December 18, 2024, Station LLC entered into the first amendment to the Credit Agreement (the “Amendment”) to reduce the interest rate margins applicable to the New Term Loan B Facility.
Added
See “Financial Condition, Capital Resources and Liquidity” below and Note 8 to the Consolidated Financial Statements for additional information about the refinancing transactions as well as our other long-term debt. Net Income Attributable to Noncontrolling Interests .
Added
On March 14, 2024, Station LLC entered into the Credit Agreement, which amended and restated the existing credit agreement and pursuant to which Station LLC repaid all loans outstanding under the existing credit agreement and (a) incurred (i) a new senior secured term “B” loan facility in an aggregate principal amount of $1.57 billion (the “New Term Loan B Facility” and the term “B” loans funded thereunder, the “New Term B Loan”) and (ii) a new senior secured revolving credit facility in an aggregate principal amount of $1.1 billion (the “New Revolving Credit Facility” and, together with the New Term Loan B Facility, the “Credit Facilities”), and (b) made certain other amendments to the existing credit agreement, including the extinguishment of the existing term loan “A” facility.
Added
The New Revolving Credit Facility will mature on March 14, 2029 and the New Term Loan B Facility will mature on March 14, 2031.
Added
Borrowings under the Credit Facilities bear interest at a rate per annum, at our option, equal to either the forward-looking Secured Overnight Financing Rate term (“Term SOFR”) or a base rate determined by reference to the highest of (i) the federal funds rate plus 0.50%, (ii) the administrative agent’s “prime rate” and (iii) the one-month Term SOFR plus 1.00%, in each case plus an applicable margin.
Added
On December 18, 2024, Station LLC entered into the Amendment to reduce the interest rate margins applicable to the Company’s existing New Term Loan B Facility. Such applicable margin is 2.00% per annum in the case of any Term SOFR loan and 1.00% in the case of any base rate loan.
Added
Prior to the Amendment, the New Term Loan B Facility applicable margin was 2.25% per annum in the case of any Term SOFR loan and 1.25% in the case of any base rate loan. 47 Table of Contents In April 2024, we entered into two zero cost interest rate collars to manage our exposure to interest rate movements associated with our variable interest rate debt.
Added
The interest rate collars, which have a total notional amount of $750.0 million, include a Term SOFR cap of 5.25% and a weighted average Term SOFR floor of 2.89%. The interest rate collars became effective in April 2024 and will mature in April 2029. See Note 9 to the Consolidated Financial Statements for additional information about our derivative instruments.
Added
In addition, on March 14, 2024, we issued $500.0 million in aggregate principal amount of 6.625% Senior Notes due 2032, pursuant to an indenture dated as of March 14, 2024, by and among Station LLC, the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee.
Added
Interest on the 6.625% Senior Notes is paid every six months in arrears on March 15 and September 15, and commenced on September 15, 2024. See Note 8 to the Consolidated Financial Statements for additional information about our long-term debt.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

30 edited+6 added17 removed51 unchanged
Biggest changeRestrictive Covenants Certain customary covenants are included in both the credit agreement governing the credit facility and the indentures governing Station LLC’s senior notes that, among other things and subject to certain exceptions, restrict Station LLC’s ability and the ability of its restricted subsidiaries to incur or guarantee additional debt; create liens on collateral; engage in mergers, consolidations or asset dispositions; pay distributions; make investments, loans or advances; engage in certain transactions with affiliates or subsidiaries; engage in lines of business other than its core business and related businesses; or issue certain preferred units.
Biggest changeRestrictive Covenants Certain customary covenants are included in both the Credit Agreement governing the Credit Facilities and the indentures governing Station LLC’s senior notes that, among other things and subject to certain exceptions, restrict Station LLC’s ability and the ability of its restricted subsidiaries to incur or guarantee additional debt; create liens on collateral; engage in mergers, consolidations or asset dispositions; pay distributions; make investments, loans or advances; engage in certain transactions with affiliates or subsidiaries; engage in lines of business other than its core business and related businesses; or issue certain preferred units. 49 Table of Contents The Credit Facility also includes certain financial ratio covenants that Station LLC is required to maintain throughout the term of the Credit Facility, measured as of the end of each quarter.
Off-Balance Sheet Arrangements At December 31, 2023, 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.
Off-Balance Sheet Arrangements At December 31, 2024, we had no variable interests in unconsolidated entities that provide off-balance sheet financing, liquidity, market risk or credit risk support, or that engage in leasing, hedging or research and development arrangements with us, nor did we have retained or contingent interests in assets transferred to an unconsolidated entity.
The weighted-average interest rates for variable-rate debt shown in the long-term debt table below were calculated using the rates in effect at December 31, 2023. We cannot predict the SOFR or base rate interest rates that will be in effect in the future, and actual rates will vary.
The weighted-average interest rates for variable-rate debt shown in the long-term debt table below were calculated using the rates in effect at December 31, 2024. We cannot predict the SOFR or base rate interest rates that will be in effect in the future, and actual rates will vary.
We record uncertain tax positions on the basis of a two-step process in which (1) we determine whether it is more likely than not the tax positions will be sustained on the basis of the technical merits of the position, and (2) for those tax positions meeting the more likely than not recognition threshold, we recognize the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority.
We record uncertain tax positions on the basis of a two-step process in which (1) we determine whether it is more likely than not the tax positions will be sustained on the basis of the technical merits of the position, and (2) for those tax positions meeting the more likely than not recognition threshold, we recognize the largest amount of tax benefit that is more 52 Table of Contents than 50% likely to be realized upon ultimate settlement with the related tax authority.
At December 31, 2023, the carrying amount of our indefinite-lived intangible assets totaled $76.5 million. Indefinite-lived intangible assets are not amortized unless management determines that their useful life is no longer indefinite.
At December 31, 2024, the carrying amount of our indefinite-lived intangible assets totaled $76.5 million. Indefinite-lived intangible assets are not amortized unless management determines that their useful life is no longer indefinite.
If the carrying amount is greater, the asset is considered to be impaired, and we recognize an impairment charge equal to the amount by which the carrying amount of the asset exceeds its fair value. We test our long-lived assets for impairment at the reporting unit level, and each of our operating properties is considered a separate reporting unit.
If the carrying amount is greater, the asset is considered to be impaired, and we recognize an impairment charge equal to the amount by which the carrying amount of the asset exceeds its fair value. 50 Table of Contents We test our long-lived assets for impairment at the reporting unit level, and each of our operating properties is considered a separate reporting unit.
The fair values of our indefinite-lived intangible assets are subject to change as a result of changes in projected operating results. Accordingly, any decrease in the projected operating results of a property could require us to recognize an impairment charge, which could be material. 50 Table of Contents Native American Development Costs.
The fair values of our indefinite-lived intangible assets are subject to change as a result of changes in projected operating results. Accordingly, any decrease in the projected operating results of a property could require us to recognize an impairment charge, which could be material. Native American Development Costs.
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.
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, 48 Table of Contents general economic and business conditions and financial markets.
If the carrying amount of the asset exceeds its estimated fair value, we recognize an impairment charge equal to the excess. We estimate the fair value of our brands using a derivation of the income approach to valuation based on the present value of estimated royalties avoided through ownership of the assets.
If the carrying amount of the asset exceeds its estimated fair value, we recognize an impairment charge equal to the excess. We estimate the fair value of our brands using a derivation of the income approach to valuation based on the present value of estimated royalties 51 Table of Contents avoided through ownership of the assets.
Cash Flows from Financing Activities For the year ended December 31, 2023, we borrowed $476.5 million under the Revolving Credit Facility, and we paid $76.7 million in cash distributions to the noncontrolling interest holders of Station Holdco, $14.7 million related to tax withholding on share-based compensation and $58.6 million in dividends to holders of our Class A common stock.
For the year ended December 31, 2023, we borrowed $476.5 million under the revolving credit facility, and we paid $58.6 million in dividends to holders of our Class A common stock, $76.7 million in cash distributions to the noncontrolling interest holders of Station Holdco and we paid $14.7 million related to tax withholding on share-based compensation.
We evaluate our exposure to market risk by monitoring interest rates in the marketplace. We attempt to limit our exposure to interest rate risk by managing the mix of our long-term and short-term borrowings and we may use interest rate swaps to limit cash flow variability on a portion of our variable-rate debt.
We evaluate our exposure to market risk by monitoring interest rates in the marketplace. We attempt to limit our exposure to interest rate risk by managing the mix of our long-term and short-term borrowings and we use interest rate contracts to limit cash flow variability on a portion of our variable-rate debt.
If an asset or asset group is disposed or retired before the end of its previously estimated useful life, we may be required to accelerate our depreciation expense or recognize a loss on disposal. Goodwill. At December 31, 2023, our goodwill totaled $195.7 million, approximately 86.8% of which is associated with one of our properties.
If an asset or asset group is disposed or retired before the end of its previously estimated useful life, we may be required to accelerate our depreciation expense or recognize a loss on disposal. Goodwill. At December 31, 2024, our goodwill totaled $195.7 million, approximately 87% of which is associated with one of our properties.
See Note 6 to the Consolidated Financial Statements for additional information. 48 Table of Contents Regulation and Taxes We are subject to extensive regulation by Nevada gaming authorities, as well as regulation by gaming authorities in the other jurisdictions in which we operate, including the NIGC and the California Gambling Control Commission.
See Note 6 to the Consolidated Financial Statements for additional information. Regulation and Taxes We are subject to extensive regulation by Nevada gaming authorities, as well as regulation by gaming authorities in the other jurisdictions in which we operate, including the NIGC and the California Gambling Control Commission.
We do not believe that we have any tax positions for which it is reasonably possible that we will be required to record a significant liability for unrecognized tax benefits within the next twelve months. 51 Table of Contents ITEM 7A.
We do not believe that we have any tax positions for which it is reasonably possible that we will be required to record a significant liability for unrecognized tax benefits within the next twelve months. ITEM 7A.
We are obligated to make payments under the TRA, which is described in Note 2 to the Consolidated Financial Statements. At December 31, 2023, such obligations with respect to previously consummated transactions totaled $22.1 million.
We are obligated to make payments under the TRA, which is described in Note 2 to the Consolidated Financial Statements. At December 31, 2024, such obligations with respect to previously consummated transactions totaled $20.4 million.
We expect that cash on hand, cash generated from operations and, to the extent necessary, borrowings available under the existing credit facility and proceeds from the planned refinancing of our credit facility will be sufficient to fund our operations and capital requirements and service our outstanding indebtedness for the next twelve months and beyond.
We expect that cash on hand, cash generated from operations and, to the extent necessary, borrowings available under the Credit Facilities will be sufficient to fund our operations and capital requirements and service our outstanding indebtedness for the next twelve months and beyond.
Following is a summary of our cash flow information (amounts in thousands): Year Ended December 31, 2023 2022 Net cash provided by (used in): Operating activities $ 494,337 $ 542,224 Investing activities (653,851) (442,144) Financing activities 179,811 (290,046) Cash Flows from Operations Our operating cash flows primarily consist of operating income 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.
Following is a summary of our cash flow information (amounts in thousands): Year Ended December 31, 2024 2023 Net cash provided by (used in): Operating activities $ 548,263 $ 494,337 Investing activities (321,793) (653,851) Financing activities (199,673) 179,811 Cash Flows from Operations Our operating cash flows primarily consist of operating income 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.
For the year ended December 31, 2023, cash inflows from investing activities included net cash proceeds of $52.2 million from the sale of our Texas Station and Fiesta Rancho land parcels.
Capital expenditures for the year ended December 31, 2023 were primarily related to the Durango project. For the year ended December 31, 2023, cash inflows from investing activities included net cash proceeds of $52.2 million from the sale of our Texas Station and Fiesta Rancho land parcels.
Following is information about future principal maturities of our long-term debt and the related weighted-average contractual interest rates in effect at December 31, 2023 (dollars in millions): Expected maturity date 2024 2025 2026 2027 2028 Thereafter Total Fair value Long-term debt: Fixed rate $ 1.3 $ 37.2 $ 0.1 $ 0.1 $ 690.9 $ 500.9 $ 1,230.5 $ 1,121.8 Weighted-average interest rate 3.98 % 3.81 % 6.00 % 6.00 % 4.50 % 4.63 % Variable rate $ 24.8 $ 671.4 $ 15.3 $ 1,412.0 $ $ $ 2,123.5 $ 2,123.5 Weighted-average interest rate (a) 7.42 % 6.97 % 7.71 % 7.71 % % % ____________________________________ (a) Based on variable interest rates and margins in effect at December 31, 2023.
Following is information about future principal maturities of our long-term debt and the related weighted-average contractual interest rates in effect at December 31, 2024 (dollars in millions): Expected maturity date 2025 2026 2027 2028 2029 Thereafter Total Fair value Long-term debt: Fixed rate $ 37.2 $ 0.1 $ 0.1 $ 690.9 $ 0.1 $ 1,000.8 $ 1,729.2 $ 1,652.0 Weighted-average interest rate 3.81 % 6.00 % 6.00 % 4.50 % 6.00 % 5.63 % Variable rate $ 15.7 $ 15.7 $ 15.7 $ 15.7 $ 15.7 $ 1,634.7 $ 1,713.2 $ 1,719.1 Weighted-average interest rate (a) 6.38 % 6.38 % 6.38 % 6.38 % 6.38 % 6.33 % ____________________________________ (a) Based on variable interest rates and margins in effect at December 31, 2024.
Our board of directors has authorized $600 million for repurchases of Class A common stock under our equity repurchase program through June 30, 2024. We are not obligated to repurchase any shares under the program.
On May 2, 2024, our board of directors extended the expiration date of the equity repurchase program to December 31, 2025. Our board of directors has authorized $600.0 million for repurchases of Class A common stock under our equity repurchase program. We are not obligated to repurchase any shares under the program.
At December 31, 2023, $2.1 billion of the borrowings under our credit agreements were based on variable rates, primarily SOFR, plus applicable margins of 1.50% to 2.25%, and the SOFR rate applicable to our outstanding SOFR-based borrowings under our credit facility was 5.46%.
At December 31, 2024, $1.7 billion of the borrowings under our credit agreements were based on variable rates, primarily SOFR, plus applicable margins of 1.50% to 2.00%, and the SOFR rates applicable to our outstanding SOFR-based borrowings were 4.36% to 4.38%.
Based on our outstanding borrowings at December 31, 2023, an assumed 1% increase in variable interest rates would cause our annual interest cost to increase by approximately $21.2 million. A portion of our variable interest rate debt will become due in February 2025. We believe it is probable that these obligations will be refinanced on a long-term basis in 2024.
Based on our outstanding borrowings at December 31, 2024, an assumed 1% increase in variable interest rates would cause our annual interest cost to increase by approximately $17.1 million. A portion of our other long-term debt will become due in December 2025.
Cash flow from operating activities for the year ended December 31, 2023 included $170.5 million in interest payments and $21.1 million cash paid for income taxes, compared to $120.2 million and $31.4 million, respectively, 47 Table of Contents for the prior year period.
Net cash provided by operating activities for the years ended December 31, 2024 and 2023 totaled $548.3 million and $494.3 million, respectively. Cash flow from operating activities for the year ended December 31, 2024 included $209.7 million in interest payments and $30.3 million cash paid for income taxes, compared to $170.5 million and $21.1 million, respectively, for the prior year.
The Nevada legislature meets every two years for 120 days and when special sessions are called by the Governor, and is not currently in session. The most recent special legislative session ended on June 14, 2023.
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 3, 2025.
At December 31, 2023, the carrying amount of our property and equipment was approximately $2.8 billion, which represents 70.1% of our total assets. We make estimates and assumptions when accounting for property and equipment.
If our estimates of future cash flows are not met, we may be required to record impairment charges in the future. Property and Equipment . At December 31, 2024, the carrying amount of our property and equipment was approximately $2.8 billion, which represents 68.8% of our total assets. We make estimates and assumptions when accounting for property and equipment.
We made no repurchases of Class A common stock during the year ended December 31, 2023 under the program. At December 31, 2023, we had $312.9 million of remaining repurchases authorized under the program. From time to time, we may also seek to repurchase our outstanding indebtedness.
During the year ended December 31, 2024, we repurchased 75,000 shares of our Class A common stock in open market transactions at a weighted-average price of $52.29 per share. At December 31, 2024, we had $309.0 million of remaining repurchases authorized under the program. From time to time, we may also seek to repurchase our outstanding indebtedness.
Cash Flows from Investing Activities For the years ended December 31, 2023 and 2022, cash paid for capital expenditures totaled $699.5 million and $328.6 million, respectively, including capital expenditures related to the Durango project.
Information about our operating activities is presented within Results of Operations above. Cash Flows from Investing Activities For the years ended December 31, 2024 and 2023, cash paid for capital expenditures totaled $283.9 million and $699.5 million, respectively. Capital expenditures for the year ended December 31, 2024 primarily related to various renovation projects.
In addition, on February 7, 2024, we announced that Red Rock would pay a special cash dividend of $1.00 per share of Class A common stock, to be paid on March 4, 2024 to shareholders of record as of February 22, 2024.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk for additional information. On February 11, 2025, we announced that Red Rock will pay a quarterly cash dividend of $0.25 per share of Class A common stock, to be paid on March 31, 2025 to shareholders of record as of March 17, 2025.
At December 31, 2023, we had outstanding letters of credit and similar obligations totaling $39.8 million. Inflation Our business continues to experience the impact of inflation and higher interest rates and we expect the impact to continue in 2024.
At December 31, 2024, we had outstanding letters of credit and similar obligations totaling $47.3 million.
Additional information about our long-term debt is included in Note 8 to the Consolidated Financial Statements. 52 Table of Contents
See Note 9 to the Consolidated Financial Statements for additional information on our interest rate collars. 53 Table of Contents
Removed
Item 7A. Quantitative and Qualitative Disclosures about Market Risk for additional information. In February 2025, our Revolving Credit Facility and Term Loan A with outstanding balances of $512.0 million and $153.6 million, respectively, will become due.
Added
For the year ended December 31, 2024, we also paid $11.4 million in fees and costs related to debt modification. In addition, our operating cash flows for the year ended December 31, 2024 increased as compared to the prior year due to our Durango property and changes in working capital accounts.
Removed
We are currently in discussions with our lenders and we believe it is probable that these obligations will be refinanced on a long-term basis in 2024. 46 Table of Contents On February 7, 2024, we announced that Red Rock will pay a quarterly cash dividend of $0.25 per share of Class A common stock, to be paid on March 29, 2024 to shareholders of record as of March 15, 2024.
Added
Cash Flows from Financing Activities As described above, during the year ended December 31, 2024, Station LLC entered into an amended and restated credit agreement pursuant to which it repaid all loans outstanding under the existing credit agreement, borrowed $1,570.0 million under the New Term Loan B Facility and borrowed $155.0 million under the New Revolving Credit Facility, net of repayments.
Removed
Prior to the payment of the special dividend, Station Holdco will make a cash distribution to all LLC Unit holders, including Red Rock, of $1.00 per unit, a portion of which will be paid to the other unit holders of Station Holdco.
Added
Station LLC also issued $500.0 million in principal amount of 6.625% Senior Notes due 2032 and paid $23.6 million in debt issuance costs. In addition, we paid $118.4 million in dividends to holders of our Class A common stock and $126.7 million in cash distributions to the noncontrolling interest holders of Station Holdco.
Removed
Net cash provided by operating activities for the years ended December 31, 2023 and 2022 totaled $494.3 million and $542.2 million, respectively.
Added
We also paid $13.8 million related to tax withholding on share-based compensation during the year.
Removed
The continuation of favorable customer trends and our focus on cost control drove strong operating results in 2023. Information about our operating activities is presented within Results of Operations above.
Added
These financial ratio covenants include a maximum total secured leverage ratio of 5.00 to 1.00. A breach of the financial ratio covenants shall only become an event of default if not cured and a Covenant Facility Acceleration has occurred. We believe Station LLC was in compliance with all applicable covenants at December 31, 2024.
Removed
For the year ended December 31, 2022, cash inflows from investing activities included net cash proceeds of $118.1 million from the sale of land parcels in Las Vegas and Henderson. In addition, we paid $232.8 million during 2022 to purchase additional development land in the Las Vegas valley.
Added
See Note 8 to the Consolidated Financial Statements for additional information about our long-term debt. From time to time we use interest rate collars to hedge a portion of our variable-rate debt. We do not use derivative financial instruments for trading or speculative purposes.
Removed
For the year ended December 31, 2022, we paid $141.5 million to repurchase approximately 3.7 million shares of our Class A common stock in open market transactions, $152.4 million in cash distributions to the noncontrolling interest holders of Station Holdco and $116.7 million in cash dividends to holders of our Class A common stock, which included the payment of a special cash dividend of $1.00 per share in December 2022.
Removed
The credit facility also includes certain financial ratio covenants that Station LLC is required to maintain throughout the term of the credit facility, measured as of the end of each quarter.
Removed
As most recently amended in February 2020, these financial ratio covenants include an interest coverage ratio of not less than 2.50 to 1.00 and a maximum consolidated total leverage ratio of 5.25 to 1.00 at December 31, 2023 and thereafter.
Removed
A breach of the financial ratio covenants shall only become an event of default under the Term Loan B facility if the lenders providing 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.
Removed
We believe Station LLC was in compliance with all applicable covenants at December 31, 2023.
Removed
Commodity prices have increased and become more volatile, and we continue to experience price inflation in ordinary goods and services such as food costs, supplies, energy costs and construction costs.
Removed
In addition, we have been impacted by a shortage of qualified workers which places additional upward pressure on wages and benefit costs as we seek to attract and retain qualified workers. We attempt to minimize the impact of inflation on our business by implementing cost controls, adjusting prices and optimizing our procurement strategy.
Removed
If our estimates of future cash flows are not met, we may be required to record impairment charges in the future. In 2022, we permanently closed our Texas Station, Fiesta Henderson, Fiesta Rancho and Wild Wild West properties. The closures were an indicator of potential impairment at those reporting units.
Removed
Accordingly, we tested the long-lived assets of the reporting units for impairment by comparing each reporting unit’s estimated future undiscounted cash flows to its carrying amount. Our cash flow projections represented the expected net proceeds from the sale of the land and were based on market prices for similar assets. 49 Table of Contents Property and Equipment .
Removed
As of our most recent quantitative test performed at October 1, 2020, the estimated fair value of each of our properties with goodwill exceeded its respective carrying value by a substantial amount. We performed qualitative tests at October 1, 2023 and 2022 given the continued improvement in our operating results since our last quantitative test.
Removed
Beginning in July 2023, the interest rate per annum applicable to loans under our credit facility is, at our option, either SOFR plus a margin or a base rate plus a margin. The interest rate on our SOFR-based loans was previously based on LIBOR, which was discontinued on June 30, 2023.

Other RRR 10-K year-over-year comparisons