Station Casinos LLC - FORM 10-Q - August 9, 2017

Attached files

file filename
EX-32.2 - EXHIBIT 32.2 - Station Casinos LLCstation-06302017xex322cert.htm
EX-32.1 - EXHIBIT 32.1 - Station Casinos LLCstation-06302017xex321cert.htm
EX-31.2 - EXHIBIT 31.2 - Station Casinos LLCstation-06302017xex312cert.htm
EX-31.1 - EXHIBIT 31.1 - Station Casinos LLCstation-06302017xex311cert.htm
EX-10.9 - EXHIBIT 10.9 - Station Casinos LLCstation-06302017xex109.htm
EX-10.8 - EXHIBIT 10.8 - Station Casinos LLCstation-06302017xex108.htm
EX-10.7 - EXHIBIT 10.7 - Station Casinos LLCstation-06302017xex107.htm
EX-10.6 - EXHIBIT 10.6 - Station Casinos LLCstation-06302017xex106.htm
EX-10.5 - EXHIBIT 10.5 - Station Casinos LLCstation-06302017xex105.htm
EX-10.4 - EXHIBIT 10.4 - Station Casinos LLCstation-06302017xex104.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark one)
þ    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
For the quarterly period ended June 30, 2017
OR
¨    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                    to     
Commission file number 000-54193
STATION CASINOS LLC
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of
incorporation or organization)
27-3312261
(I.R.S. Employer
Identification No.)
1505 South Pavilion Center Drive, Las Vegas, Nevada
(Address of principal executive offices)
89135
(Zip Code)
(702) 495-3000
Registrant’s telephone number, including area code
N/A
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes þ    No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes þ    No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer o
Accelerated filer o
Non-accelerated filer þ
 (Do not check if a
smaller reporting company)
Smaller reporting company o
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o    No þ
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
As of July 31, 2017, 100 shares of the registrant’s voting units were outstanding and 100 shares of the registrant’s non-voting units were outstanding.


STATION CASINOS LLC
INDEX

 
 
 
 
 
 
 
 
 
 



Part I.    Financial Information
Item 1.    Financial Statements
STATION CASINOS LLC
CONDENSED CONSOLIDATED BALANCE SHEETS
(amounts in thousands, except units data)

 
June 30, 2017
 
December 31, 2016
 
(unaudited)
 
 
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
112,633

 
$
129,959

Restricted cash
2,829

 
2,377

Receivables, net
41,238

 
43,547

Inventories
11,131

 
11,956

Prepaid gaming tax
24,764

 
20,066

Prepaid expenses and other current assets
10,889

 
11,194

Assets held for sale
19,602

 
19,020

Total current assets
223,086

 
238,119

Property and equipment, net of accumulated depreciation of $641,125 and $566,081 at
     June 30, 2017 and December 31, 2016, respectively

2,480,759

 
2,438,129

Goodwill
195,676

 
195,676

Intangible assets, net of accumulated amortization of $95,406 and $87,471 at
     June 30, 2017 and December 31, 2016, respectively

137,964

 
149,199

Land held for development
163,700

 
163,700

Investments in joint ventures
10,005

 
10,572

Native American development costs
16,393

 
14,844

Other assets, net
63,580

 
59,728

Total assets
$
3,291,163

 
$
3,269,967

LIABILITIES AND MEMBERS’ EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
33,022

 
$
30,504

Accrued interest payable
9,062

 
15,841

Other accrued liabilities
153,036

 
152,508

Current portion of long-term debt
71,341

 
46,063

Total current liabilities
266,461

 
244,916

Long-term debt, less current portion
2,427,682

 
2,376,238

Deficit investment in joint venture
2,270

 
2,307

Other long-term liabilities
10,164

 
10,041

Total liabilities
2,706,577

 
2,633,502

Commitments and contingencies (Note 10)

 

Members’ equity:
 
 
 
Voting units; 100 units authorized, issued and outstanding
—

 
—

Non-voting units; 100 units authorized, issued and outstanding
—

 
—

Members’ equity
570,384

 
612,820

Accumulated other comprehensive income
8,474

 
7,967

Total Station Casinos LLC members’ equity
578,858

 
620,787

Noncontrolling interest
5,728

 
15,678

Total members’ equity
584,586

 
636,465

Total liabilities and members’ equity
$
3,291,163

 
$
3,269,967


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

3




STATION CASINOS LLC
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(amounts in thousands, unaudited)

 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2017
 
2016
 
2017
 
2016
Operating revenues:
 
 
 
 
 
 
 
Casino
$
258,396

 
$
233,796

 
$
521,368

 
$
473,567

Food and beverage
75,303

 
66,408

 
155,418

 
133,028

Room
44,641

 
32,979

 
94,405

 
67,363

Other
23,699

 
17,705

 
46,519

 
34,887

Management fees
30,676

 
27,455

 
60,903

 
54,104

Gross revenues
432,715

 
378,343

 
878,613

 
762,949

Promotional allowances
(29,222
)
 
(26,857
)
 
(57,388
)
 
(52,216
)
Net revenues
403,493

 
351,486

 
821,225

 
710,733

Operating costs and expenses:
 
 
 
 
 
 
 
Casino
103,170

 
88,986

 
204,824

 
176,407

Food and beverage
55,059

 
44,501

 
110,105

 
87,025

Room
18,239

 
11,893

 
38,306

 
24,278

Other
9,079

 
6,305

 
16,912

 
12,027

Selling, general and administrative
92,468

 
78,814

 
184,419

 
153,904

Preopening
368

 
373

 
398

 
721

Depreciation and amortization
46,807

 
38,436

 
92,060

 
77,863

Write-downs and other charges, net
9,270

 
10,966

 
10,298

 
13,334

Related party lease termination
98,393

 
—

 
98,393

 
—

 
432,853

 
280,274

 
755,715

 
545,559

Operating (loss) income
(29,360
)
 
71,212

 
65,510

 
165,174

Earnings from joint ventures
420

 
428

 
835

 
1,040

Operating (loss) income and earnings from joint ventures
(28,940
)
 
71,640

 
66,345

 
166,214

Other (expense) income:
 
 
 
 
 
 
 
Interest expense, net
(33,853
)
 
(34,078
)
 
(68,797
)
 
(69,146
)
Loss on extinguishment/modification of debt, net
(975
)
 
(7,084
)
 
(2,994
)
 
(7,084
)
Change in fair value of derivative instruments
3,330

 
90

 
3,369

 
87

 
(31,498
)
 
(41,072
)
 
(68,422
)
 
(76,143
)
Net (loss) income
(60,438
)
 
30,568

 
(2,077
)
 
90,071

Less: net income attributable to
noncontrolling interests
4,055

 
2,740

 
6,316

 
4,604

Net (loss) income attributable to Station Casinos LLC
$
(64,493
)
 
$
27,828

 
$
(8,393
)
 
$
85,467


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

4




STATION CASINOS LLC
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(amounts in thousands, unaudited)

 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2017
 
2016
 
2017
 
2016
Net (loss) income
$
(60,438
)
 
$
30,568

 
$
(2,077
)
 
$
90,071

Other comprehensive (loss) income:
 
 
 
 
 
 
 
(Loss) gain on interest rate swaps:
 
 
 
 
 
 
 
Unrealized loss arising during period
(3,268
)
 
(5,612
)
 
(1,875
)
 
(7,127
)
Reclassification into income
986

 
335

 
2,521

 
1,601

(Loss) gain on interest rate swaps recognized in other comprehensive (loss) income
(2,282
)
 
(5,277
)
 
646

 
(5,526
)
Gain (loss) on available-for-sale securities:
 
 
 
 
 
 
 
Unrealized gain arising during period
—

 
22

 
10

 
41

Reclassification into income
—

 
—

 
(149
)
 
—

Gain (loss) on available-for-sale securities recognized in other comprehensive (loss) income
—

 
22

 
(139
)
 
41

Other comprehensive (loss) income
(2,282
)
 
(5,255
)
 
507

 
(5,485
)
Comprehensive (loss) income
(62,720
)
 
25,313

 
(1,570
)
 
84,586

Less: comprehensive income attributable to noncontrolling interests
4,055

 
2,740

 
6,316

 
4,604

Comprehensive (loss) income attributable to Station Casinos LLC
$
(66,775
)
 
$
22,573

 
$
(7,886
)
 
$
79,982


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


5




STATION CASINOS LLC
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(amounts in thousands, unaudited)

 
Six Months Ended June 30,
 
2017
 
2016
Cash flows from operating activities:
 
 
 
Net (loss) income
$
(2,077
)
 
$
90,071

Adjustments to reconcile net (loss) income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
92,060

 
77,863

Change in fair value of derivative instruments
(3,369
)
 
(87
)
Reclassification of unrealized loss on derivative instruments into income
2,521

 
1,601

Write-downs and other charges, net
3,431

 
1,108

Amortization of debt discount and debt issuance costs
8,918

 
9,115

Interest—paid in kind
—

 
2,130

Share-based compensation
3,433

 
4,222

Settlement of liability-classified equity awards
—

 
(18,739
)
Earnings from joint ventures
(835
)
 
(1,040
)
Distributions from joint ventures
705

 
589

Loss on extinguishment/modification of debt, net
2,994

 
7,084

Changes in assets and liabilities:
 
 
 
Restricted cash
(452
)
 
—

Receivables, net
3,723

 
898

Interest on related party notes receivable
—

 
(247
)
Inventories and prepaid expenses
(3,783
)
 
(5,254
)
Accounts payable
6,533

 
(680
)
Accrued interest payable
(6,698
)
 
4,338

Other accrued liabilities
(1,522
)
 
(6,775
)
Other, net
1,847

 
1,024

Net cash provided by operating activities
107,429

 
167,221

Cash flows from investing activities:
 
 
 
Capital expenditures, net of related payables
(101,855
)
 
(87,633
)
Proceeds from asset sales
627

 
8,318

Acquisition of land from related party
(23,440
)
 
—

Proceeds from repayment of related party notes receivable
—

 
18,330

Deposit for business acquisition
—

 
(20,002
)
Distributions in excess of earnings from joint ventures
660

 
476

Native American development costs
(2,134
)
 
(933
)
Other, net
(6,539
)
 
(1,312
)
Net cash used in investing activities
(132,681
)
 
(82,756
)

6




STATION CASINOS LLC
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(amounts in thousands, unaudited)
 
Six Months Ended June 30,
 
2017
 
2016
Cash flows from financing activities:
 
 
 
Borrowings under credit agreements with original maturity dates greater than three months
729,688

 
1,717,500

Payments under credit agreements with original maturity dates greater than three months
(627,453
)
 
(1,468,613
)
Payments under credit agreements with original maturity dates of three months or less, net

—

 
(53,900
)
Cash paid for early extinguishment of debt
(9,401
)
 
—

Capital contributions
1,574

 
419,475

Distributions to members and noncontrolling interests
(50,858
)
 
(107,413
)
Deemed distributions
—

 
(389,054
)
Payment of debt issuance costs
(21,098
)
 
(36,778
)
Payments on derivative instruments with other-than-insignificant financing elements
—

 
(10,831
)
Payments on other debt
(3,634
)
 
(21,216
)
Acquisition of subsidiary noncontrolling interests
(4,484
)
 
—

Other, net
(6,408
)
 
(4,486
)
Net cash provided by financing activities
7,926

 
44,684

Cash and cash equivalents:
 
 
 
(Decrease) increase in cash and cash equivalents
(17,326
)
 
129,149

Balance, beginning of period
129,959

 
116,623

Balance, end of period
$
112,633

 
$
245,772

Supplemental cash flow disclosures:
 
 
 
Cash paid for interest, net of $197 and $0 capitalized, respectively
$
63,456

 
$
55,545

Non-cash investing and financing activities:
 
 
 
Capital expenditures incurred but not yet paid
$
26,465

 
$
27,855


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

7




STATION CASINOS LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

1.    Organization, Basis of Presentation and Significant Accounting Policies
Organization
Station Casinos LLC, a Nevada limited liability company (the “Company” or “Station”), is a gaming, development and management company that owns and operates ten major gaming and entertainment facilities and ten smaller casino properties (three of which are 50% owned) in the Las Vegas regional market. The Company also manages a casino in Sonoma County, California and a casino in Allegan County, Michigan, both on behalf of Native American tribes.
All of the Company’s voting interests are held by Red Rock Resorts, Inc. (“Red Rock”), and all of the Company’s economic interests are held by Station Holdco LLC (“Station Holdco”). Red Rock indirectly holds approximately 59% of the Company’s economic interests through its ownership interest in Station Holdco. Red Rock is designated as the Company’s sole managing member and controls and operates all of its business and affairs.
Basis of Presentation
The accompanying condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted pursuant to such rules and regulations, although management believes that the disclosures are adequate to make the information presented not misleading. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary for a fair presentation of the results for the interim periods have been made. The interim results reflected in these condensed consolidated financial statements are not necessarily indicative of results to be expected for the full fiscal year. These financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10–K for the year ended December 31, 2016. Certain amounts in the condensed consolidated financial statements for the prior year have been reclassified to be consistent with the current year presentation. These reclassifications had no effect on the previously reported net income.
Principles of Consolidation
The amounts shown in the accompanying condensed consolidated financial statements include the accounts of the Company and its controlled subsidiaries, including MPM Enterprises, LLC (“MPM”), which is a 50% owned, consolidated variable interest entity (“VIE”) that manages Gun Lake Casino. The financial position and results of operations attributable to third party holdings of MPM are reported within noncontrolling interest in the condensed consolidated financial statements. All intercompany accounts and transactions have been eliminated.
Investments in Variable Interest Entities and Joint Ventures
The Company consolidates MPM because it directs the activities of MPM that most significantly impact MPM’s economic performance and has the right to receive benefits and the obligation to absorb losses that are significant to MPM, and as such, is MPM’s primary beneficiary. The assets of MPM reflected in the Condensed Consolidated Balance Sheets at June 30, 2017 and December 31, 2016 included a management contract intangible asset with a carrying amount of $6.4 million and $11.5 million, respectively, and management fees receivable of $6.5 million and $3.3 million, respectively. MPM’s assets may be used only to settle MPM’s obligations, and MPM’s beneficial interest holders have no recourse to the general credit of the Company.
The Company has investments in three 50% owned smaller casino properties, which are accounted for using the equity method. The carrying amount of the Company’s investment in one of the smaller casino properties has been reduced below zero and is presented as a deficit investment balance on the Condensed Consolidated Balance Sheets because the Company has received distributions in excess of its investment in the casino. The Company also holds a 50% investment in a restaurant at one of its properties which is considered to be a VIE, of which the Company is not the primary beneficiary.
Use of Estimates
The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

8



STATION CASINOS LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)

Income Taxes
The Company is a limited liability company treated as a partnership for income tax purposes and as such, is a pass-through entity which is not liable for income tax in the jurisdictions in which it operates. Accordingly, no provision for income taxes has been made in the condensed consolidated financial statements and the Company has no liability associated with uncertain tax positions.
Significant Accounting Policies
A description of the Company’s significant accounting policies is included in the audited financial statements within its Annual Report on Form 10–K for the year ended December 31, 2016.
Recently Issued and Adopted Accounting Standards
In May 2017, the Financial Accounting Standards Board (“FASB”) issued accounting guidance that amends the scope of modification accounting for share-based payment arrangements. The amended guidance clarifies which changes to the terms and conditions of share-based payment awards require an entity to apply modification accounting. The amended guidance is effective for annual reporting periods (including interim periods within those periods) beginning after December 15, 2017, and early application is permitted. The Company expects to adopt this guidance in the first quarter of 2018. The adoption is not expected to have a material impact on the Company’s financial position or results of operations.
In January 2017, the FASB issued amended accounting guidance to simplify the test for goodwill impairment. The amended guidance removes the requirement to perform a hypothetical purchase price allocation to measure goodwill impairment. Under the new guidance, a goodwill impairment is measured as the amount by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of the goodwill allocated to the reporting unit. The guidance is effective for annual and interim goodwill impairment tests performed in fiscal years beginning after December 15, 2019, and should be applied on a prospective basis. Early adoption is permitted for annual or interim goodwill impairment tests performed after January 1, 2017. The Company is currently evaluating the impact this guidance will have on its financial position and results of operations and anticipates early adoption in 2017.
In February 2016, the FASB issued amended accounting guidance that changes the accounting for leases and requires expanded disclosures about leasing activities. Under the new guidance, lessees will be required to recognize a right-of-use asset and a lease liability, measured on a discounted basis, at the commencement date for all leases with terms greater than twelve months. Lessor accounting will remain largely unchanged, other than certain targeted improvements intended to align lessor accounting with the lessee accounting model and with the updated revenue recognition guidance issued in 2014. Lessees and lessors must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The amended guidance is effective for annual reporting periods (including interim periods within those periods) beginning after December 15, 2018, and early application is permitted. The Company is currently evaluating the impact this guidance will have on its financial position and results of operations.
In May 2014, the FASB issued a new accounting standard for revenue recognition which requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new standard supersedes the existing accounting guidance for revenue recognition, including industry-specific guidance, and amends certain accounting guidance for recognition of gains and losses on the transfer of non-financial assets. For public companies, the new guidance is effective for annual reporting periods (including interim periods within those periods) beginning after December 15, 2017. Upon adoption, financial statement issuers may elect to apply the new standard either retrospectively to each prior reporting period presented, or using a modified retrospective approach by recognizing the cumulative effect of initial application and providing certain additional disclosures. The Company will adopt this guidance in the first quarter of 2018 and is currently assessing which adoption method it will elect. Under the new standard, the current presentation of gross revenues for complementary goods and services provided to guests with a corresponding offsetting amount included in promotional allowances will be eliminated. In addition, the Company will be required to recognize a liability for the retail value of its performance obligations for points earned by guests under the Company’s player rewards program (“Rewards Program”). Currently, the Company records a liability and a charge to casino expense for the estimated cost of outstanding points earned under the Rewards Program that management believes ultimately will be redeemed. Upon adoption, the Company’s liability for performance obligations under the Rewards Program is expected to be recognized primarily as a reduction to casino revenue. When points are redeemed, revenues and expenses will be recognized and classified based on the goods and services provided and the associated liability will be relieved. The Company is currently evaluating the quantitative effects of the new standard on its financial statements and related disclosures.

9



STATION CASINOS LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)

2.    Native American Development
Following is information about the Company’s Native American development activities.
North Fork Rancheria of Mono Indian Tribe
The Company has development and management agreements with the North Fork Rancheria of Mono Indians (the “Mono”), a federally recognized Native American tribe located near Fresno, California, which were originally entered into in 2003. In August 2014, the Mono and the Company entered into the Second Amended and Restated Development Agreement (the “Development Agreement”) and the Second Amended and Restated Management Agreement (the “Management Agreement”). Pursuant to those agreements, the Company will assist the Mono in developing and operating a gaming and entertainment facility (the “North Fork Project”) to be located in Madera County, California. The Company purchased a 305-acre parcel of land adjacent to Highway 99 north of the city of Madera (the “North Fork Site”), which was taken into trust for the benefit of the Mono by the Department of the Interior (“DOI”) in February 2013.
As currently contemplated, the North Fork Project is expected to include approximately 2,000 slot machines, approximately 40 table games and several restaurants, and the cost of the project is expected to be between $250 million and $300 million. Development of the North Fork Project is subject to certain governmental and regulatory approvals, including, but not limited to, approval of the Management Agreement by the Chairman of the National Indian Gaming Commission (“NIGC”).
Under the terms of the Development Agreement, the Company has agreed to arrange the financing for the ongoing development costs and construction of the facility. The Company will contribute significant financial support to the North Fork Project. Through June 30, 2017, the Company has paid approximately $31.5 million of reimbursable advances to the Mono, primarily to complete the environmental impact study, purchase the North Fork Site and pay the costs of litigation. The advances are expected to be repaid from the proceeds of third-party financing or from the Mono’s gaming revenues; however, there can be no assurance that the advances will be repaid. The carrying amount of the advances was reduced to fair value upon the Company’s adoption of fresh-start reporting in 2011. At June 30, 2017, the carrying amount of the advances was $16.4 million. In accordance with the Company’s accounting policy, accrued interest on the advances will not be recognized in income until the carrying amount of the advances has been recovered.
The Company will receive a development fee of 4% of the costs of construction (as defined in the Development Agreement) for its development services, which will be paid upon the commencement of gaming operations at the facility. The Management Agreement allows the Company to receive a management fee of 40% of the North Fork Project’s net income. The Management Agreement and the Development Agreement have a term of seven years from the opening of the North Fork Project. The Management Agreement includes termination provisions whereby either party may terminate the agreement for cause, and the Management Agreement may also be terminated at any time upon agreement of the parties. There is no provision in the Management Agreement allowing the tribe to buy-out the agreement prior to its expiration. The Management Agreement provides that the Company will train the Mono tribal members such that they may assume responsibility for managing the North Fork Project upon the expiration of the agreement.
Upon termination or expiration of the Management Agreement and Development Agreement, the Mono will continue to be obligated to repay any unpaid principal and interest on the advances from the Company, as well as certain other amounts that may be due, such as management fees. Amounts due to the Company under the Development Agreement and Management Agreement are secured by substantially all of the assets of the North Fork Project except the North Fork Site. In addition, the Development Agreement and Management Agreement contain waivers of the Mono’s sovereign immunity from suit for the purpose of enforcing the agreements or permitting or compelling arbitration and other remedies.
The timing of this type of project is difficult to predict and is dependent upon the receipt of the necessary governmental and regulatory approvals. There can be no assurance as to when, or if, these approvals will be obtained. The Company currently estimates that construction of the North Fork Project may begin in the next 36 to 48 months and estimates that the North Fork Project would be completed and opened for business approximately 18 months after construction begins. There can be no assurance, however, that the North Fork Project will be completed and opened within this time frame or at all. The Company expects to assist the Mono in obtaining third-party financing for the North Fork Project once all necessary regulatory approvals have been received and prior to commencement of construction; however, there can be no assurance that the Company will be able to obtain such financing for the North Fork Project on acceptable terms or at all.
The Company has evaluated the likelihood that the North Fork Project will be successfully completed and opened, and has concluded that the likelihood of successful completion is in the range of 65% to 75% at June 30, 2017. The Company’s evaluation is based on its consideration of all available positive and negative evidence about the status of the North Fork Project, including, but not limited to, the status of required regulatory approvals, as well as the progress being made toward the

10



STATION CASINOS LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)

achievement of all milestones and the successful resolution of all litigation and contingencies. There can be no assurance that the North Fork Project will be successfully completed or that future events and circumstances will not change the Company’s estimates of the timing, scope, and potential for successful completion or that any such changes will not be material. In addition, there can be no assurance that the Company will recover all of its investment in the North Fork Project even if it is successfully completed and opened for business.


11



STATION CASINOS LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)

The following table summarizes the Company’s evaluation at June 30, 2017 of each of the critical milestones necessary to complete the North Fork Project.
 
As of June 30, 2017
Federally recognized as an Indian tribe by the Bureau of Indian Affairs (“BIA”)
Yes
Date of recognition
Federal recognition was terminated in 1966 and restored in 1983.
Tribe has possession of or access to usable land upon which the project is to be built
The DOI accepted approximately 305 acres of land for the project into trust for the benefit of the Mono in February 2013.

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



12



STATION CASINOS LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)

Following is a discussion of legal matters related to the North Fork Project.
Stand Up For California! v. Dept. of the Interior. In December 2012, Stand Up for California!, several individuals and the Ministerial Association of Madera (collectively, the “Stand Up” plaintiffs) filed a complaint against the DOI, the BIA and the Secretary of Interior and Assistant Secretary of the Interior, in their official capacities, seeking to overturn the Secretary’s determination to take the North Fork Site into trust for the purposes of gaming (the “North Fork Determination”) and seeking declaratory and injunctive relief to prevent the United States from taking the North Fork Site into trust. The Mono filed a motion to intervene as a party to the lawsuit, which was granted. In January 2013, the Court denied the Stand Up plaintiffs’ Motion for Preliminary Injunction and the United States accepted the North Fork Site into trust for the benefit of the Mono in February 2013. The parties subsequently filed motions for summary judgment. In September 2016, the Court denied the Stand Up plaintiffs’ motions for summary judgment and granted the defendants’ and the Mono’s motions for summary judgment in part and dismissed the remainder of the Stand Up plaintiffs’ claims. The Stand Up plaintiffs appealed the district court’s decision and proceedings on the appeal are pending. All briefs have been filed and oral arguments have been scheduled for October 13, 2017.
Stand Up For California! v. Brown. In March 2013, Stand Up for California! and Barbara Leach, a local resident, filed a complaint for declaratory relief and petition for writ of mandate in California Superior Court for the County of Madera against California Governor Edmund G. Brown, Jr., alleging that Governor Brown violated the California constitutional separation-of-powers doctrine when he concurred in the North Fork Determination. The complaint sought to vacate and set aside the Governor’s concurrence. Plaintiffs’ complaint was subsequently amended to include a challenge to the constitutionality of AB 277. The Mono intervened as a defendant in the lawsuit. In March 2014, the court dismissed plaintiffs’ amended complaint, which dismissal was appealed by plaintiffs. In December 2016, the appellate court ruled in favor of the Stand Up plaintiffs concluding that Governor Brown exceeded his authority in concurring in the Secretary’s determination that gaming on the North Fork Site would be in the best interest of the Tribe and not detrimental to the surrounding community. The appellate court’s decision reversed the trial court’s previous ruling in favor of the Mono. The Mono and the State filed petitions in the Supreme Court of California seeking review of the appellate court’s decision. In March 2017, the Supreme Court of California granted the Mono and State’s petitions for review and deferred additional briefing or other action in this matter pending consideration and disposition of a similar issue in United Auburn Indian Community of Auburn Rancheria v. Brown.
Picayune Rancheria of Chukchansi Indians v. Brown. In March 2016, Picayune Rancheria of Chukchansi Indians (“Picayune”) filed a complaint for declaratory relief and petition for writ of mandate in California Superior Court for the County of Madera against Governor Edmund G. Brown, Jr., alleging that the referendum that invalidated the Compact also invalidated Governor Brown’s concurrence with the North Fork Determination. The complaint seeks to vacate and set aside the Governor’s concurrence. In July 2016, the court granted the Mono’s application to intervene and the Mono filed a demurrer seeking to dismiss the case. In November 2016, the district court dismissed Picayune’s complaint, but the court subsequently vacated its ruling based on the December 2016, decision by the Fifth District Court of Appeal in Stand Up for California! v. Brown. In May 2017, the court stayed the case for six months by agreement of the parties and scheduled a status conference on November 13, 2017 to address how the case should proceed in light of the California Supreme Court’s granting of the Mono and State’s petitions for review in Stand Up for California! v. Brown.
Picayune Rancheria of Chukchansi Indians v. United States Department of the Interior. In July 2016, Picayune filed a complaint in the United States District Court for the Eastern District of California for declaratory and injunctive relief against the DOI. The complaint seeks a declaration that the North Fork Site does not come under one of the exceptions to the general prohibition against gaming on lands taken into trust after October 1988 set forth in IGRA and therefore is not eligible for gaming. It also seeks a declaration that the North Fork Determination has expired because the legislature never ratified Governor Brown’s concurrence, and seeks injunctive relief prohibiting the DOI from taking any action under IGRA concerning the North Fork Site. The Mono filed a motion to intervene in September 2016, which was subsequently granted. The Mono and federal defendants filed motions for summary judgment in March 2017. On August 8, 2017, Picayune filed a brief arguing that the court should stay the proceedings in light of the Fifth District Court's decision in Stand Up for California! v. Brown and the appeal pending in the California Supreme Court.
Stand Up for California! et. al. v. United States Department of the Interior. In November 2016, Stand Up for California! and other plaintiffs filed a complaint in the United States District Court for the Eastern District of California alleging that the DOI’s issuance of Secretarial Procedures for the Mono was subject to the National Environmental Policies Act and the Clean Air Act, and violate the Johnson Act. The complaint further alleges violations of the Freedom of Information Act and the Administrative Procedures Act. The DOI filed its answer to the complaint in February 2017 denying plaintiffs’ claims and asserting certain affirmative defenses. A motion to intervene filed by the Mono was granted in March 2017. Plaintiffs’

13



STATION CASINOS LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)

subsequently filed a motion to stay the proceedings in May 2017. Briefing on the contested stay request concluded in July 2017 and briefing on cross-motions for summary judgment is scheduled to conclude in September 2017.
3.    Long-term Debt
Long-term debt consisted of the following (amounts in thousands):
 
June 30,
2017
 
December 31, 2016
$1.875 billion Term Loan B Facility, due June 8, 2023, interest at a margin above LIBOR or base rate (3.71% and 3.75% at June 30, 2017 and December 31, 2016, respectively), net of unamortized discount and deferred issuance costs of $57.8 million and $42.9 million at June 30, 2017 and December 31, 2016, respectively
$
1,775,642

 
$
1,449,591

$275 million Term Loan A Facility, due June 8, 2021, interest at a margin above LIBOR or base rate (3.17% and 3.20% at June 30, 2017 and December 31, 2016, respectively), net of unamortized discount and deferred issuance costs of $5.7 million and $7.4 million at June 30, 2017 and December 31, 2016, respectively
255,877

 
211,978

$685 million Revolving Credit Facility, due June 8, 2021, interest at a margin above LIBOR or base rate (3.31% and 3.44% weighted average at June 30, 2017 and December 31, 2016, respectively)
190,000

 
120,000

7.50% Senior Notes, due March 1, 2021, net of unamortized discount and deferred issuance costs of $4.2 million and $9.4 million at June 30, 2017 and December 31, 2016, respectively
245,770

 
490,568

Restructured Land Loan, due June 17, 2017, interest at a margin above LIBOR or base rate (5.27% at December 31, 2016), net of unamortized discount of $0.6 million
—

 
115,378

Other long-term debt, weighted-average interest of 3.68% and 3.92% at June 30, 2017 and December 31, 2016, respectively, maturity dates ranging from 2018 to 2037
31,734

 
34,786

Total long-term debt
2,499,023

 
2,422,301

Current portion of long-term debt
(71,341
)
 
(46,063
)
Total long-term debt, net
$
2,427,682

 
$
2,376,238

Credit Facility
In January 2017, the Company amended its credit facility to increase the existing Term Loan B Facility by $125.0 million and reduce the applicable margins for LIBOR and base rate loans by 50 basis points. The Company used the proceeds of the incremental Term Loan B Facility borrowings to repay outstanding borrowings under its Revolving Credit Facility and pay fees and costs incurred in connection with the transaction, including a repricing fee of $14.9 million, which represented 1.00% of the aggregate principal amount of the Term Loan B Facility outstanding prior to the $125.0 million increase in borrowings. The Company evaluated the transaction on a lender by lender basis in accordance with the accounting guidance for debt modifications and extinguishments. The majority of the transaction was accounted for as a debt modification and as a result, the Company capitalized $14.9 million in related fees and costs and recognized a $2.0 million loss on debt extinguishment and modification, which was primarily related to third-party fees it incurred in connection with the repricing.
In May 2017, the Company amended its credit facility to increase the Term Loan B Facility by an additional $250.0 million. The Company applied the proceeds of the incremental borrowings under the Term Loan B Facility, together with cash on hand, to pay for the redemption of $250.0 million of its 7.50% Senior Notes and to pay fees and costs incurred in connection with the transactions. The Company capitalized $3.8 million in fees and costs related to the $250.0 million in incremental borrowings. As a result of the January 2017 and May 2017 increases to the Term Loan B Facility, the required quarterly principal payments increased to $4.7 million. Depending on its consolidated total leverage ratio, the Company is required to apply a portion of its excess cash flow to repay amounts outstanding under the Term Loan B Facility, which reduces future quarterly principal payments.
Also in May 2017, the Company completed a series of amendments to its credit facility to increase the existing Term Loan A Facility by $50.0 million and reduce the applicable margins for LIBOR and base rate loans under the Revolving Credit Facility and Term Loan A Facility. As amended, the Revolving Credit Facility and the Term Loan A Facility bear interest at a rate per annum, at the Company’s option, equal to either LIBOR plus an amount ranging from 1.75% to 2.00% or base rate plus an amount ranging from 0.75% to 1.00%, depending on the Company’s consolidated leverage ratio. Prior to the amendments, the Revolving Credit Facility and the Term Loan A Facility bore interest at a rate per annum, at the Company’s option and subject to a leverage-based grid, of either LIBOR plus an amount ranging from 1.75% to 2.75% or base rate plus an amount ranging from 0.75% to 1.75%. Station LLC evaluated the transaction on a lender by lender basis in accordance with the

14



STATION CASINOS LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)

accounting guidance for debt modifications and extinguishments and as a result, the Company capitalized $1.3 million in related fees and costs and recognized a $2.1 million loss on debt extinguishment and modification, which was primarily related to the write-off of unamortized debt discount related to the extinguished debt.
The credit facility governing the Company’s term loans and revolver contains a number of customary covenants including the requirements that the Company maintain throughout the term of the credit facility and measured as of the end of each quarter a minimum interest coverage ratio of 2.50 to 1.00 and a maximum consolidated total leverage ratio ranging from 6.50 to 1.00 at June 30, 2017 to 5.25 to 1.00 at March 31, 2020 and thereafter. A breach of the financial ratio covenants shall only become an event of default under the Term B Loan 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. At June 30, 2017, the Company’s interest coverage ratio was 4.58 to 1.00 and its consolidated total leverage ratio was 4.96 to 1.00, both as defined in the credit facility. The Company believes it was in compliance with all applicable covenants at June 30, 2017.
Revolving Credit Facility Availability
At June 30, 2017, the Company’s borrowing availability under its Revolving Credit Facility, subject to continued compliance with the terms of its credit facility, was $461.0 million, which was net of $190.0 million in outstanding borrowings and $34.0 million in outstanding letters of credit and similar obligations.
Restructured Land Loan
In March 2017, the Company’s wholly owned subsidiary, CV Propco, LLC (“CV Propco”), as borrower, and Deutsche Bank AG Cayman Islands Branch (“Deutsche Bank”) and JPMorgan Chase Bank, N.A. (“JPMorgan”), as initial lenders, amended the $105 million Restructured Land Loan. Pursuant to the amendment, CV Propco paid $61.8 million in full settlement of the $72.6 million outstanding principal amount owed to Deutsche Bank under the Restructured Land Loan. In addition, the outstanding warrants held by Deutsche Bank and JPMorgan to purchase 60% of the interests of both CV Propco and NP Tropicana LLC were canceled. Prior to the cancellation, the warrants were accounted for as noncontrolling interests.
The Company accounted for the $61.8 million settlement as consideration paid to Deutsche Bank to (i) extinguish the debt and (ii) acquire the warrants held by Deutsche Bank. Accordingly, the Company attributed $57.3 million of the $61.8 million to extinguishment of the debt and $4.5 million to the acquisition of the warrants. The settlement resulted in a $14.9 million gain on debt extinguishment in June 2017, the date when all contingencies related to the settlement were satisfied. In June 2017, CV Propco repaid the remaining $43.3 million in outstanding principal under the Restructured Land Loan in full.
7.50% Senior Notes
As noted above, in May 2017, the Company redeemed $250.0 million in aggregate principal amount of its 7.50% Senior Notes at a redemption price equal to 103.75% of the principal amount of such notes. Following the redemption, $250.0 million in aggregate principal amount of 7.50% Senior Notes remain outstanding. The Company recognized a $13.8 million loss on debt extinguishment related to the 7.50% Senior Notes redemption, primarily comprising the write-off of $4.4 million in unamortized debt discount and issuance costs related to the extinguished debt and the redemption premium of $9.4 million.
4.    Derivative Instruments
The Company’s objective in using derivative instruments is to manage its exposure to interest rate movements. To accomplish this objective, the Company uses interest rate swaps, including forward-starting swaps, as a primary part of its cash flow hedging strategy, which involves the receipt of variable–rate interest payments in exchange for fixed–rate payments without exchange of the underlying notional amount. The Company may elect not to apply hedge accounting to its derivative instruments; however, it does not use derivative financial instruments for trading or speculative purposes.
On June 30, 2017, the Company dedesignated the hedge accounting relationships of the Company’s 16 interest rate swaps that were previously designated as cash flow hedges of forecasted interest payments. The 16 interest rate swaps are with four different counterparties and have maturity dates that run concurrently. The interest rate swaps each have one-year terms that run consecutively which began in July 2016 and will end in July 2020 with predetermined fixed pay rates that increase with each new term to more closely align with the one–month LIBOR forward curve as of the trade date of the interest rate swaps. The Company paid a weighted–average fixed rate of 0.85% during the first one-year term that ended in July 2017, which will increase to a weighted–average rate of approximately 1.11%, 1.39%, and 1.69% in the second, third and fourth one-year terms, respectively. As a result of the June 2017 dedesignation, cumulative deferred gains of $8.6 million that had previously been recognized in accumulated other comprehensive income will be amortized as a reduction of interest expense as the hedged interest payments continue to occur through July 2020.

15



STATION CASINOS LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)

In June 2017, the Company entered into eight additional interest rate swaps for which hedge accounting was not elected. These swaps are also intended to meet the Company’s objectives noted above and are not speculative. The eight interest rate swaps are with two different counterparties and have maturity dates that run concurrently. The interest rate swaps each have one-year terms that run consecutively beginning July 2017 and will end in July 2021 with predetermined fixed pay rates that increase with each new term to more closely align with the one-month LIBOR forward curve as of the trade date of the interest rate swaps. Station LLC will pay a weighted-average fixed rate of 1.32% during the first one-year term ending in July 2018, which will increase to a weighted-average rate of approximately 1.59%, 1.78% and 1.94% during the second, third and fourth one-year terms, respectively.
At June 30, 2017, the Company’s interest rate swaps effectively converted $1.0 billion of the Company’s variable interest rate debt (based on one-month LIBOR that is subject to a minimum of 0.75%) to a fixed rate of 3.47%.
The fair values of the Company’s interest rate swaps, exclusive of accrued interest, as well as their classification on the Condensed Consolidated Balance Sheets, are presented below (amounts in thousands):
 
June 30,
2017
 
December 31, 2016
Interest Rate Swaps Designated in Cash Flow Hedging Relationships
 
 
 
Prepaid expenses and other current assets
$
—

 
$
19

Other assets, net
—

 
10,661

Other accrued liabilities
—

 
8

Interest Rate Swaps Not Designated in Cash Flow Hedging Relationships
 
 
 
Prepaid expenses and other current assets
61

 
—

Other assets, net
11,868

 
—

For derivative instruments that are designated and qualify as cash flow hedges of forecasted interest payments, the Company defers the gain or loss on the effective portion of the derivative’s change in fair value as a component of other comprehensive income (loss) until the interest payments being hedged are recorded as interest expense, at which time the amounts in accumulated other comprehensive income are reclassified as an adjustment to interest expense. The Company recognizes the gain or loss on any ineffective portion of the derivative’s change in fair value in the period in which the change occurs as a component of Change in fair value of derivative instruments in the Condensed Consolidated Statements of Operations. For derivative instruments that are not designated in cash flow hedge accounting relationships, the Company records the derivative’s change in the fair value in the period in which the change occurs as a component of Change in fair value of derivative instruments in the Condensed Consolidated Statements of Operations.
As a result of (i) the June 2017 dedesignation of the Company’s 16 interest rate swaps previously designated in cash flow hedging relationships and (ii) the Company’s election not to apply hedge accounting to its eight new interest rate swaps, beginning July 2017, the changes in fair value of all of the Company’s derivative instruments will be reflected in Change in fair value of derivative instruments in the Condensed Consolidated Statements of Operations in the period in which the change occurs. As such, interest expense will not reflect a fixed rate as it previously did under hedge accounting for that portion of the debt hedged. However, the economics will be unchanged and the Company will continue to meet its risk management objective and achieve fixed cash flows attributable to interest payments on the debt principal being hedged by its interest rate swaps.
At June 30, 2017, approximately $2.6 million of deferred net gains from the Company’s previously designated interest rate swaps is expected to be reclassified from accumulated other comprehensive income into earnings during the next twelve months due to the amortization of deferred gains from the interest rate swaps that were dedesignated on June 30, 2017 and the amortization of deferred losses on a previously terminated interest rate swap.     

16



STATION CASINOS LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)

Information about gains and losses on derivative financial instruments that were designated in cash flow hedging relationships and their location within the condensed consolidated financial statements is presented below (amounts in thousands):
Derivatives Designated in Cash Flow Hedging Relationships
 
Amount of Loss on Derivatives Recognized in Other Comprehensive (Loss) Income (Effective Portion)
 
Location of Loss Reclassified from Accumulated Other Comprehensive Income into Income (Effective Portion)
 
Amount of Loss Reclassified from Accumulated Other Comprehensive Income into Income (Effective Portion)
 
Location of (Loss) Gain on Derivatives Recognized in Income (Ineffective Portion and Amount Excluded from Effectiveness Testing)
 
Amount of (Loss) Gain on Derivatives Recognized in Income (Ineffective Portion and Amount Excluded from Effectiveness Testing)
 
Three Months Ended June 30,
 
 
Three Months Ended June 30,
 
 
Three Months Ended June 30,
 
2017
 
2016
 
 
2017
 
2016
 
 
2017
 
2016
Interest rate swaps
 
$
(3,268
)
 
$
(5,612
)
 
Interest expense, net
 
$
(986
)
 
$
(335
)
 
Change in fair value of derivative instruments
 
$
(37
)
 
$
90

Derivatives Designated in Cash Flow Hedging Relationships
 
Amount of Loss on Derivatives Recognized in Other Comprehensive (Loss) Income (Effective Portion)
 
Location of Loss Reclassified from Accumulated Other Comprehensive Income into Income (Effective Portion)
 
Amount of Loss Reclassified from Accumulated Other Comprehensive Income into Income (Effective Portion)
 
Location of Gain on Derivatives Recognized in Income (Ineffective Portion and Amount Excluded from Effectiveness Testing)
 
Amount of Gain on Derivatives Recognized in Income (Ineffective Portion and Amount Excluded from Effectiveness Testing)
 
Six Months Ended June 30,
 
 
Six Months Ended June 30,
 
 
Six Months Ended June 30,
 
2017
 
2016
 
 
2017
 
2016
 
 
2017
 
2016
Interest rate swaps
 
$
(1,875
)
 
$
(7,127
)
 
Interest expense, net
 
$
(2,521
)
 
$
(1,601
)
 
Change in fair value of derivative instruments
 
$
2

 
$
87

Information about gains on derivative financial instruments that were not designated in hedge accounting relationships and their location within the Condensed Consolidated Statements of Operations is presented below (amounts in thousands):
Derivatives Not Designated in Cash Flow Hedging Relationships
 
Location of Gain on Derivatives Recognized in Income
 
Amount of Gain on Derivatives Recognized in Income
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2017
 
2016
 
2017
 
2016
Interest rate swaps
 
Change in fair value of derivative instruments
 
$
3,367

 
$
—

 
$
3,367

 
$
—

The Company has not posted any collateral related to the interest rate swap agreements; however, the Company’s obligations under the interest rate swap agreements are subject to the security and guarantee arrangements applicable to the Company’s credit facility. The interest rate swap agreements contain a cross-default provision under which the Company could be declared in default on its obligation under such agreements if certain conditions of default exist on the Company’s credit facility. At June 30, 2017, the termination value of the Company’s interest rate swaps, including accrued interest, was a net asset of $12.0 million.

17



STATION CASINOS LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)

5.    Fair Value Measurements
Assets Measured at Fair Value on a Recurring Basis
Information about the Company’s financial assets and liabilities measured at fair value on a recurring basis, aggregated by the level in the fair value hierarchy within which those measurements fall, is presented below (amounts in thousands):
 
 
 
Fair Value Measurement at Reporting Date Using
 
Balance at June 30, 2017
 
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
Assets
 
 
 
 
 
 
 
Interest rate swaps
$
11,929

 
$
—

 
$
11,929

 
$
—

 
 
 
Fair Value Measurement at Reporting Date Using
 
Balance at December 31, 2016
 
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
Assets
 
 
 
 
 
 
 
Available-for-sale securities
$
248

 
$
248

 
$
—

 
$
—

Interest rate swaps
10,680

 
—

 
10,680

 
—

Liabilities
 
 
 

 
 

 
 

Interest rate swaps
8

 
—

 
8

 
—

The fair values of the Company’s interest rate swaps were determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of the interest rate swaps. This analysis reflects the contractual terms of the interest rate swaps, including the period to maturity, and uses observable market-based inputs, including forward interest rate curves. The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the counterparty’s nonperformance risk in the fair value measurement.
Fair Value of Long-term Debt
The estimated fair value of the Company’s long-term debt compared with its carrying amount is presented below (amounts in millions):
 
 
June 30,
2017
 
December 31, 2016
Aggregate fair value
 
$
2,574

 
$
2,521

Aggregate carrying amount
 
2,499

 
2,422

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

18



STATION CASINOS LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)

6.    Members’ Equity
Changes in Members’ Equity and Noncontrolling Interest
The changes in members’ equity and noncontrolling interest for the six months ended June 30, 2017 were as follows (amounts in thousands):
 
Voting Units
 
Non-voting Units
 
Members’
Equity
 
Accumulated
Other
Comprehensive
Income
 
Total Station Casinos LLC Members’
Equity
 
Noncontrolling
Interest
 
Total Members’
Equity
Balance at December 31, 2016
$
—

 
$
—

 
$
612,820

 
$
7,967

 
$
620,787

 
$
15,678

 
$
636,465

Net (loss) income
—

 
—

 
(8,393
)
 
—

 
(8,393
)
 
6,316

 
(2,077
)
Capital contributions
—

 
—

 
1,574

 
—

 
1,574

 
—

 
1,574

Other comprehensive income
—

 
—

 
—

 
507

 
507

 
—

 
507

Share-based compensation
—

 
—

 
3,459

 
—

 
3,459

 
—

 
3,459

Distributions
—

 
—

 
(44,092
)
 
—

 
(44,092
)
 
(6,766
)
 
(50,858
)
Acquisition of subsidiary noncontrolling interests
—

 
—

 
5,016

 
—

 
5,016

 
(9,500
)
 
(4,484
)
Balance at June 30, 2017
$
—

 
$
—

 
$
570,384

 
$
8,474

 
$
578,858

 
$
5,728

 
$
584,586

At June 30, 2017, noncontrolling interest represented a 50% ownership interest in MPM.
On August 4, 2017, the Company announced that it would pay a cash distribution of $11.6 million to Station Holdco on August 30, 2017.
Changes in Accumulated Other Comprehensive Income
The following table presents changes in accumulated other comprehensive income by component for the six months ended June 30, 2017 (amounts in thousands):
 
Accumulated Other Comprehensive Income
 
Unrealized Gain on Interest Rate Swaps
 
Unrealized Gain on Available-for-sale Securities
 
Unrecognized Pension Liability
 
Total
Balances, December 31, 2016
$
7,822

 
$
139

 
$
6

 
$
7,967

Unrealized (loss) gain arising during the period
(1,875
)
 
10

 
—

 
(1,865
)
Amounts reclassified from accumulated other comprehensive income into income
2,521

 
(149
)
 
—

 
2,372

Net current-period other comprehensive income (loss)
646

 
(139
)
 
—

 
507

Balances, June 30, 2017
$
8,468

 
$
—

 
$
6

 
$
8,474

7.    Share-Based Compensation
Red Rock maintains an equity incentive plan which is designed to attract, retain and motivate employees and to align the interests of those individuals with the interests of the Company. A total of 11.6 million shares of Red Rock’s Class A common stock are reserved for issuance under the plan, of which 5.0 million shares were available for issuance at June 30, 2017.

19



STATION CASINOS LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)

The following table presents information about share-based compensation awards under the equity incentive plan:
 
Restricted Class A
 Common Stock
 
Stock Options
 
Shares
 
Weighted-average grant date fair value
 
Shares
 
Weighted-average exercise price
Outstanding at January 1, 2017
199,411

 
$
15.26

 
1,637,029

 
$
19.71

Activity during the period:
 
 
 
 
 
 
 
Granted
236,888

 
21.74

 
3,276,164

 
21.76

Vested/exercised
(62,735
)
 
9.09

 
(80,727
)
 
19.50

Forfeited
(90,824
)
 
20.23

 
(463,400
)
 
21.07

Outstanding at June 30, 2017
282,740

 
$
20.63

 
4,369,066

 
$
21.11

 
 
 
 
 
 
 
 
The Company recognized share-based compensation expense of $2.2 million and $3.4 million, respectively, for the three and six months ended June 30, 2017 and $3.6 million and $4.2 million, respectively, for the three and six months ended June 30, 2016. At June 30, 2017, unrecognized share-based compensation cost was $28.3 million, which is expected to be recognized over a weighted-average period of 3.4 years.
8.    Write-downs and Other Charges, Net    
Write-downs and other charges, net include various charges to record net losses on asset disposals and non-routine transactions. For the three and six months ended June 30, 2017, write-downs and other charges, net were $9.3 million and $10.3 million, respectively. These amounts included $3.5 million in tenant lease termination expenses, as well as losses on fixed asset disposals of $5.5 million and $5.6 million, respectively, for the three and six months ended June 30, 2017.
For the three and six months ended June 30, 2016, write-downs and other charges, net were $11.0 million and $13.3 million, respectively. Included in this amount was $7.8 million and $9.0 million, respectively, in IPO-related advisory, legal and other transaction-related costs that were not deferred as direct and incremental costs of the IPO, as well as costs related to the acquisition of Fertitta Entertainment. The Company also incurred $1.3 million in costs associated with various development and acquisition activities, including the acquisition of Palms Casino Resort completed during the fourth quarter of 2016.
9.    Related Party Transactions
Prior to April 27, 2017, the Company leased the land on which each of Boulder Station and Texas Station is located pursuant to long-term ground leases which provided for monthly payments of $222,933 and $366,435, respectively, subject to future increases. The Company leased this land from entities owned by the Frank J. Fertitta and Victoria K. Fertitta Revocable Family Trust. Frank J. Fertitta, Jr. and Victoria K. Fertitta are the parents of Frank J. Fertitta III, the Company’s Chairman and Chief Executive Officer, and Lorenzo J. Fertitta, the Company’s Vice Chairman. On April 27, 2017, the Company acquired the land subject to the ground leases, including the residual interest in the gaming and hotel facilities and other real property improvements thereon, for aggregate consideration of $120.0 million. As a result of such acquisition and the termination of the ground leases, the Company recognized a charge of $98.4 million in related party lease termination costs, which was an amount equal to the difference between the aggregate consideration paid by the Company and the acquisition date fair value of the land and residual interests.
10.    Commitments and Contingencies
The Company and its subsidiaries are defendants in various lawsuits relating to routine matters incidental to their business. As with all litigation, no assurance can be provided as to the outcome of any legal matters and litigation inherently involves significant costs.
11.    Segments
The Company views each of its Las Vegas casino properties and each of its Native American management arrangements as individual operating segments. The Company aggregates all of its Las Vegas operating segments into one reportable segment because all of its Las Vegas properties offer similar products, cater to the same customer base, have the same regulatory and tax structure, share the same marketing techniques, are directed by a centralized management structure and have similar economic characteristics. The Company also aggregates its Native American management arrangements into one reportable segment.

20



STATION CASINOS LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)

The Company utilizes Adjusted EBITDA as its primary performance measure. The Company’s segment information and a reconciliation of net (loss) income to Adjusted EBITDA are presented below (amounts in thousands):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2017
 
2016
 
2017
 
2016
Net revenues
 
 
 
 
 
 
 
Las Vegas operations
$
371,492

 
$
322,876

 
$
757,730

 
$
654,334

Native American management
30,543

 
27,320

 
60,648

 
53,807

Reportable segment net revenues
402,035

 
350,196

 
818,378

 
708,141

Corporate and other
1,458

 
1,290

 
2,847

 
2,592

Net revenues
$
403,493

 
$
351,486

 
$
821,225

 
$
710,733

 
 
 
 
 
 
 
 
Net (loss) income
$
(60,438
)
 
$
30,568

 
$
(2,077
)
 
$
90,071

Adjustments
 
 
 
 
 
 
 
Preopening
368

 
373

 
398

 
721

Depreciation and amortization
46,807

 
38,436

 
92,060

 
77,863

Share-based compensation
2,157

 
3,602

 
3,433

 
4,222

Write-downs and other charges, net
9,270

 
10,966

 
10,298

 
13,334

Related party lease termination
98,393

 
—

 
98,393

 
—

Interest expense, net
33,853

 
34,078

 
68,797

 
69,146

Loss on extinguishment/modification of debt, net
975

 
7,084

 
2,994

 
7,084

Change in fair value of derivative instruments
(3,330
)
 
(90
)
 
(3,369
)
 
(87
)
Adjusted EBITDA attributable to MPM
noncontrolling interest
(6,418
)
 
(5,211
)
 
(11,056
)
 
(9,332
)
Other
—

 
(1,133
)
 
—

 
(1,133
)
Adjusted EBITDA (a)
$
121,637

 
$
118,673

 
$
259,871

 
$
251,889

 
 
 
 
 
 
 
 
Adjusted EBITDA
 
 
 
 
 
 
 
Las Vegas operations
$
104,711

 
$
104,627

 
$
225,277

 
$
223,637

Native American management
22,695

 
20,096

 
46,012

 
40,528

Reportable segment Adjusted EBITDA
127,406

 
124,723

 
271,289

 
264,165

Corporate and other
(5,769
)
 
(6,050
)
 
(11,418
)
 
(12,276
)
Adjusted EBITDA
$
121,637

 
$
118,673

 
$
259,871

 
$
251,889

 
 
 
 
 
 
 
 
__________________________________________________________

(a)
Adjusted EBITDA includes net (loss) income plus preopening, depreciation and amortization, share-based compensation, write-downs and other charges, net, related party lease termination, interest expense, net, loss on extinguishment/modification of debt, net and change in fair value of derivative instruments, and excludes Adjusted EBITDA attributable to the noncontrolling interests of MPM.

21



STATION CASINOS LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)

12.    Condensed Consolidating Financial Information

The Company’s 7.50% Senior Notes are guaranteed by all subsidiaries of the Company other than NP Landco Holdco LLC and its subsidiaries, MPM and SC Restaurant Holdco LLC. The following condensed consolidating financial statements present information about the Company, the Guarantor Subsidiaries and the non-guarantor subsidiaries. These condensed consolidating financial statements are presented in the provided form because (i) the Guarantor Subsidiaries are 100% owned subsidiaries of the Company (the issuer of the 7.50% Senior Notes), (ii) the guarantees are joint and several, and (iii) the guarantees are “full and unconditional,” as those terms are used in Regulation S-X Rule 3-10.  The guarantee of a Guarantor Subsidiary will be automatically released in certain customary circumstances, such as when such Guarantor Subsidiary is sold or all of the assets of such Guarantor Subsidiary are sold, the capital stock is sold, when such Guarantor Subsidiary is designated as an “unrestricted subsidiary” for purposes of the indenture, or upon legal defeasance or satisfaction and discharge of the indenture.


22



STATION CASINOS LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)

CONDENSED CONSOLIDATING BALANCE SHEETS
JUNE 30, 2017
(amounts in thousands)
 
 
Parent
 
Guarantor Subsidiaries
 
Eliminations
 
Parent and Guarantor Subsidiaries
 
Non–Guarantor Subsidiaries
 
Eliminations
 
Consolidated
ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
90

 
$
110,049

 
$
—

 
$
110,139

 
$
2,494

 
$
—

 
$
112,633

Restricted cash
 
—

 
2,829

 
—

 
2,829

 
—

 
—

 
2,829

Receivables, net
 
1,448

 
32,621

 
—

 
34,069

 
7,169

 
—

 
41,238

Intercompany receivables
 
2,097

 
—

 
—

 
2,097

 
—

 
(2,097
)
 
—

Loans to parent
 
—

 
922,509

 
(922,509
)
 
—

 
—

 
—

 
—

Inventories
 
—

 
11,010

 
—

 
11,010

 
121

 
—

 
11,131

Prepaid gaming tax
 
—

 
24,601

 
—

 
24,601

 
163

 
—

 
24,764

Prepaid expenses and other current assets
 
7,405

 
3,311

 
—

 
10,716

 
173

 
—

 
10,889

Assets held for sale
 
—

 
—

 
—

 
—

 
19,602

 
—

 
19,602

Total current assets
 
11,040

 
1,106,930

 
(922,509
)
 
195,461

 
29,722

 
(2,097
)
 
223,086

Property and equipment, net
 
61,625

 
2,410,062

 
—

 
2,471,687

 
9,072

 
—

 
2,480,759

Goodwill
 
1,234

 
194,442

 
—

 
195,676

 
—

 
—

 
195,676

Intangible assets, net
 
1,000

 
130,561

 
—

 
131,561

 
6,403

 
—

 
137,964

Land held for development
 
—

 
83,700

 
—

 
83,700

 
80,000

 
—

 
163,700

Investments in joint ventures
 
—

 
10,005

 
—

 
10,005

 
—

 
—

 
10,005

Native American development costs
 
—

 
16,393

 
—

 
16,393

 
—

 
—

 
16,393

Investments in subsidiaries
 
3,916,486

 
5,690

 
(3,807,449
)
 
114,727

 
—

 
(114,727
)
 
—

Other assets, net
 
44,034

 
18,482

 
—

 
62,516

 
1,064

 
—

 
63,580

Total assets
 
$
4,035,419

 
$
3,976,265

 
$
(4,729,958
)
 
$
3,281,726

 
$
126,261

 
$
(116,824
)
 
$
3,291,163

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

23



STATION CASINOS LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)

CONDENSED CONSOLIDATING BALANCE SHEETS (Continued)
JUNE 30, 2017
(amounts in thousands)
 
 
Parent
 
Guarantor Subsidiaries
 
Eliminations
 
Parent and Guarantor Subsidiaries
 
Non–Guarantor Subsidiaries
 
Eliminations
 
Consolidated
LIABILITIES AND MEMBERS’ EQUITY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Accounts payable
 
$
9,642

 
$
22,924

 
$
—

 
$
32,566

 
$
456

 
$
—

 
$
33,022

Accrued interest payable
 
9,055

 
7

 
—

 
9,062

 
—

 
—

 
9,062

Other accrued liabilities
 
16,093

 
134,276

 
—

 
150,369

 
2,667

 
—

 
153,036

Intercompany payables
 
—

 
—

 
—

 
—

 
2,097

 
(2,097
)
 
—

Loans from subsidiaries
 
922,509

 
—

 
(922,509
)
 
—

 
—

 
—

 
—

Current portion of long-term debt
 
70,880

 
454

 
—

 
71,334

 
7

 
—

 
71,341

Total current liabilities
 
1,028,179

 
157,661

 
(922,509
)
 
263,331

 
5,227

 
(2,097
)
 
266,461

Long-term debt, less current portion
 
2,427,107

 
—

 
—

 
2,427,107

 
575

 
—

 
2,427,682

Deficit investment in joint venture
 
—

 
2,270

 
—

 
2,270

 
—

 
—

 
2,270

Other long-term liabilities
 
1,275

 
8,885

 
—

 
10,160

 
4

 
—

 
10,164

Total liabilities
 
3,456,561

 
168,816

 
(922,509
)
 
2,702,868

 
5,806

 
(2,097
)
 
2,706,577

Members’ equity:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Station Casinos LLC members’ equity
 
578,858

 
3,807,449

 
(3,807,449
)
 
578,858

 
114,727

 
(114,727
)
 
578,858

  Noncontrolling interest
 
—

 
—

 
—

 
—

 
5,728

 
—

 
5,728

Total members’ equity
 
578,858

 
3,807,449

 
(3,807,449
)
 
578,858

 
120,455

 
(114,727
)
 
584,586

Total liabilities and members’ equity
 
$
4,035,419

 
$
3,976,265

 
$
(4,729,958
)
 
$
3,281,726

 
$
126,261

 
$
(116,824
)
 
$
3,291,163

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

24



STATION CASINOS LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)

CONDENSED CONSOLIDATING BALANCE SHEETS
DECEMBER 31, 2016
(amounts in thousands)
 
 
Parent
 
Guarantor Subsidiaries
 
Eliminations
 
Parent and Guarantor Subsidiaries
 
Non–Guarantor Subsidiaries
 
Eliminations
 
Consolidated
ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
6,455

 
$
120,307

 
$
—

 
$
126,762

 
$
3,197

 
$
—

 
$
129,959

Restricted cash
 
—

 
2,377

 
—

 
2,377

 
—

 
—

 
2,377

Receivables, net
 
3,719

 
36,041

 
—

 
39,760

 
3,787

 
—

 
43,547

Intercompany receivables
 
4,775

 
—

 
—

 
4,775

 
—

 
(4,775
)
 
—

Loans to parent
 
—

 
846,947

 
(846,947
)
 
—

 
—

 
—

 
—

Inventories
 
—

 
11,835

 
—

 
11,835

 
121

 
—

 
11,956

Prepaid gaming tax
 
—

 
19,933

 
—

 
19,933

 
133

 
—

 
20,066

Prepaid expenses and other current assets
 
7,577

 
3,457

 
—

 
11,034

 
160

 
—

 
11,194

Assets held for sale
 
—

 
—

 
—

 
—

 
19,020

 
—

 
19,020

Total current assets
 
22,526

 
1,040,897

 
(846,947
)
 
216,476

 
26,418

 
(4,775
)
 
238,119

Property and equipment, net
 
67,860

 
2,360,613

 
—

 
2,428,473

 
9,656

 
—

 
2,438,129

Goodwill
 
1,234

 
194,442

 
—

 
195,676

 
—

 
—

 
195,676

Intangible assets, net
 
1,000

 
136,696

 
—

 
137,696

 
11,503

 
—

 
149,199

Land held for development
 
—

 
83,700

 
—

 
83,700

 
80,000

 
—

 
163,700

Investments in joint ventures
 
—

 
10,572

 
—

 
10,572

 
—

 
—