Amidst chaos at Palms, Fertittas’ UBS margin loan collateral fell 38%

The now-closed KAOS day/nightclub at Palms was canceling shows the same month shares in Palms’ parent company Red Rock Resorts hit their lowest since the company’s IPO. When in that same month Red Rock controlling owners Frank and Lorenzo Fertitta borrowed $64 million from a related party to fund the purchase of 3.4 million Class A shares in the company (see here, here and here), some claimed the purchases were a show of confidence in the company.

But that is not all that happened in August.

Almost a year prior to these transactions, Frank and Lorenzo Fertitta pledged 6 million Class B shares in Red Rock to secure a margin loan from UBS AG in September 2018 (see UCC here). We estimate the loan was up to $155 million, assuming the ability to borrow 95% of the pledged share value and that the Class B shares were valued the same as Class A shares.

At the time of loan’s filing on September 27, 2018, RRR’s Class A shares traded at about $27.21. When the company’s stock price dropped to $16.76 per share on August 7 this year, the value of the Fertittas’ Class B share collateral for the margin loan would have lost over 38% of its value.

While RRR has not disclosed why the Fertittas needed the UBS margin loan in the fall last year, UBS promotes its securities-backed loans as useful for purchasing yachts, among other things.

Since the UBS loan to the Fertittas, two of the three new Fertitta yachts have launched. Lorenzo Fertitta’s 285-foot Lonian (estimated cost of $160 million) was ready to launch one month prior to the UBS loan, the 216-foot “crazy custom catamaran” Hodor launched in February, 2019, and the 308-foot Viva (Feadship project 817) is scheduled to launch for 2020.

How much has Palms cost Red Rock Resorts shareholders?

The simple cost of Palms to Red Rock Resorts so far is well known: the company paid $312.5 million to buy the casino in May, 2016, and by the end of September this year had completed a $690 million project to “fully reimagine and repurpose the property.”[i] In spite of the billion-dollar overall capex, management disclosed on the third-quarter conference call that Palms has not generated significant incremental EBITDA. The property’s 3Q19 adjusted EBITDA was either negative $9.8 million (including the now-shuttered KAOS day/nightclub) or positive $3.7 million (excluding KAOS). (The company overall had $110 million in adjusted EBITDA in the quarter.) It appears the property is unlikely to achieve management’s one-time “mid-teens return” goal any time soon.

For Red Rock shareholders, there is a significant cost to management’s decision to borrow and spend $1 billion on a project that has ended up not meeting ROI expectations. Net long-term debt increased from just under $2.00 billion at the end of 1Q16 (just before the Palms purchase was announced) to over $2.94 billion at the end of 3Q19 (when the renovation was completed). The company essentially borrowed and spent a billion dollars to gain no new EBITDA when it comes to Palms.

In a basic valuation model: EV (EBITDA x multiple) – debt = equity. With no new EBITDA and thus constant enterprise value, one billion dollars of additional debt means one billion dollar less of equity value. Therefore, Red Rock’s $1 billion “Palms debt” means a $1 billion reduction of Red Rock’s equity value. With the Palms project, Red Rock management wiped out $1 billion of shareholder equity. More than $8.00 per share of equity value (with 117 million diluted shares outstanding) evaporated because of the Palms project.

On the company’s quarterly call on Nov. 5, management announced the company’s goal is now to “[reduce] our net leverage ratio to a targeted level of 4x or less through a combination of paying down debt and increasing EBTIDA.” There was no acknowledgement that the company had levered up its balance sheet for no gain in EBITDA from Palms and thus significantly hurt shareholder value. In fact, if Red Rock had not borrowed $1 billion to spend on Palms over the last three-plus years and stuck with organic growth from its pre-Palms Las Vegas operations and tribal management fees, it would have already achieved a pro forma leverage of 3.94x at the end of 3Q19. Instead, now more of the company’s cash flow must go toward paying down the “Palms debt”, leaving less free cash flow for potential share buybacks or dividend increases.

It is true that Red Rock enjoys relatively low borrowing cost because of the company’s strong overall cash flow. But even at its current blended long-term debt interest rate, $1 billion of debt would require about $45 million of annual interest expense. Some Wall Street analysts have projected Palms to produce $25 million in annual EBITDA by the end of 2021.[ii]


[i] Red Rock Resorts, 3Q19 conference call, 11/5/2019, transcript by FD Wire.

[ii] JP Morgan, “Red Rock Resorts: Another Mixed Quarter; 3Q19 Core LV Fine, Palms Not So; Palms’ Chaos and EBITDA Losses Coming to an End. PT to $24”, 11/5/2019.

Fertitta Capital’s sports betting deal highlights disclosure dilemma at Red Rock Resorts

Investors in Red Rock Resorts (NASDAQ: RRR) lack the necessary information to know if they lost a business opportunity to Fertitta Capital, the investment firm founded in 2017 and run by Red Rock Resorts controlling owners, according to letters sent by the Culinary Union to the U.S. Securities Exchange Commission (SEC) and NASDAQ Stock Market.

See press release here.

In the letters to regulators (available here), the Culinary Union asks for a determination if potential conflicts of interest for those with dual roles at Red Rock Resorts’ and Fertitta Capital should be disclosed to investors, and questions whether Fertitta Capital’s investment in The Action Network, a sports betting media company, means the family firm receives opportunities owed to shareholders and now competes with Red Rock Resorts’ sports betting business.

To date, Red Rock Resorts has not informed investors that its principals, brothers Frank and Lorenzo Fertitta, and its Senior Vice President of Government Relations, Michael Britt, have dual roles at a firm whose business interests are similar to Red Rock Resorts, including in gaming, sports betting, leisure, live events, wellness, and food and beverage. The company’s proxy statement, released this week on April 29, makes no mention of Fertitta Capital at all.

Who’s on the Hook for the Palms?

Red Rock Resorts has set a big ROI target for its Palms Casino Resort. What started as a $312.5 million acquisition with $35 million of EBITDA expected in the first full year of RRR ownership, has now become a $1 billion project, with a capex budget that has increased to $690 million over the past year-and-a-half.

Can they get there?

Investors should ask management to set clear markers: who will be held accountable if the post-renovation Palms doesn’t generate the kind of ROI management has projected?

Read out report: Who’s on the Hook for the Palms?

The Palms Conundrum

What is Station Casinos doing with Palms?

That’s a question that should be on investors’ minds since the company has committed nearly half a billion dollars to the latest addition to its portfolio of casinos in Las Vegas. Adding $146 million of renovation cost to the $312.5-milion purchase price brings the total capex on Palms to $452.5 million. As explained by CFO Stephen Cootey, the company’s “expected returns” on “any capital expenditures” are in the “mid to low teens” range. This would suggest that, in a best-case scenario, investors might see Palms’ making annual EBITDA of close to $70 million (425.5 x 15% = 67.9) after the renovation is done by the end of second quarter next year. This is a much more ambitious target than the $35 million the company originally put forth when it announced the acquisition. (We raised some questions about that projection previously, given our estimate that Palms’ LTM EBITDA was approximately $28 million at the time.) So how will Station Casinos get there?

Palms is not a typical Station Casinos property

A major challenge facing Station Casinos is the fact that Palms is a very different kind of property from what the company is used to operating. Even though Palms was described as a “leading gaming asset” by Station management, it did not generate most of its revenues from gaming. In fact, the casino department contributed only approximately 37% of its property-level gross revenue during the fourth quarter of last year, according to Red Rock Resorts’ 10-K. Even assuming there was some disruption due to the change in ownership and management, that figure shows Palms is a very different breed of casino resort than other Station properties.

(In $ millions) 4Q16 % of Total
Casino revenues (reported) 15.5 37.0%
F&B revenues (reported) 8.7 20.8%
Rooms revenues (reported) 11.6 27.7%
Other revenues (estimated) 6.0 14.5%
Gross revenues (estimated)* 41.8

* Red Rock reported the net revenues were $38.5 million at Palms in 4Q16. Assuming promotional allowances of 8% of gross revenues, we calculated the gross revenues to be $41.8 million.

In fact, Palms seems to be very similar to a Strip resort in terms of its revenue mix. Here’s the revenue breakdown of major Strip properties last year, according to the most recent Nevada Gaming Abstract.

(in $ millions) FY2016 % of Total
Casino 5,396 34.1%
Rooms 4,419 28.0%
Food 2,527 16.0%
Beverage 1,126 7.1%
Other 2,335 14.8%
Total 15,805

This is not how Station Casinos has run its business. Before Palms, Station Casinos properties had always generated most of their revenues from the casino floor. Back in 2006, gaming made up anywhere from just under two thirds to over 80% of gross revenues at the company’s “large properties” in Las Vegas (according to a report filed during the Station Casinos Chapter 11 case).

(In $ millions) Gross Revenues Gaming Revenues Gaming as % of Gross
Palace Station 176.1 126.0 71.6%
Boulder Station 216.9 174.7 80.5%
Texas Station 143.3 107.9 75.3%
Sunset Station 222.9 168.0 75.4%
Santa Fe Station 184.1 150.3 81.6%
Green Valley 297.9 202.9 68.1%
Fiesta Rancho 73.2 58.0 79.3%
Fiesta Henderson 83.9 61.0 72.7%
Red Rock (Opened 4/18/06) 250.3 158.8 63.4%
Total 1,648.6 1,207.6 73.2%

This heavy reliance on gaming was true of even Green Valley Ranch (which had been open for five years) and Red Rock Station (which had been open for less than a year). It is true that these “hybrid” properties, which according to the company “appeal to both Las Vegas residents and tourists”, have a greater non-gaming side to their operations, but they still seem to be very different than Palms.

And we do not believe the revenue mix has changed significantly at GVR and Red Rock, since the most recent pre-Palms financial disclosures continued to show the overweighting of casino revenue in its Las Vegas properties. In the first nine months of 2016, Station Casinos earned approximately 67% of its gross revenues from gaming at its Las Vegas properties (i.e., company-wide gross revenues excluding management fees revenues).

(In $ millions) 9M16 % of Gross
Casino revenues 706.2 67.0%
F&B revenues 196.6 18.6%
Rooms revenues 99.6 9.4%
Other revenues 52.4 5.0%
Gross revenues 1,054.6

What kind of management experience can a company like this bring to Palms? Does Station Casinos have the management know-how to operate an almost-Strip property like Palms?

Will casino revenue at a “Stationized” Palms go from one-third of total revenue to two-thirds of the total? If that is indeed the goal, then presumably the strategy is to grow gaming revenue at Palms and not to shrink the non-gaming business there. How would then Station Casinos go about doing that?

Management instability

Whatever the strategy there is for growing revenue (and EBITDA) at Palms, why is Station Casinos already onto its third general manager at the property in less than a year’s time?

When Stations Casinos officially took over last year, Michael Jerlecki, formerly the general manager of Palace Station, which is not one of the company’s “luxury” properties, was made the new Palms general manager. By January 2017, Jerlecki was quietly replaced by Anthony Faranca (according to Faranca’s LinkedIn page), who had been general manager of the Parx racino outside Philadelphia, a change the company didn’t officially announced until April. Then, in July a local magazine profiled new Palms executive Jon Gray and described him as the property’s general manager, in spite of any formal announcement from the company. (Gray did sign as the general manager letters informing workers of their termination due to the closing of several F&B venues at Palms in early September.)

The hiring of Gray was something of a homecoming, for he was an executive at the Palms when it was still owned by the Maloofs and was general manager of N9Ne Group heading up the hotel’s nightclubs, restaurants, and pool events at the property. He also opened the non-gaming F&B/entertainment LINQ District on the Strip and worked for Nike in Oregon before returning to Palms. What is missing from this impressive resume, though, is any significant experience with casino operations.

Assuming he lasts longer than his two predecessors as Palms’ general manager, is Jon Gray the right person to “Stationize” and grow casino revenue at Palms?

Why is Red Rock Resorts’ Share Price Underperforming the Market and Its Peers?

Why is Red Rock Resorts’ Share Price Underperforming the Market and Its Peers?

In the first quarter of 2017, Red Rock Resorts’ Class A share price declined by 7% while the S&P 500 index went up by 4.65%.


(Source: Yahoo Finance)

RRR’s share price dropped while other regional gaming operators’ share prices rose in the quarter:


(Source: Yahoo Finance)

What explains this significant underperformance of RRR stock? We believe investors are likely concerned with the Palms acquisition and the uncertainty in the company’s growth pipeline:

Is the Palms acquisition meeting management expectation?

When the $316-million Palms acquisition was first announced last May, the company said that “[f]actoring in anticipated synergies, the Company estimates that the Palms will generate $35 million in EBITDA during the Company’s first full year of ownership.” Is the company on track to meet this goal?

When Station Casinos officially took ownership of the Palms on Oct. 1, Michael Jerlecki, who had been the general manager of Palace Station, became the resort’s GM. However, Jerlecki was replaced by Anthony Faranca by early February without any public announcement from the company. (The new GM is mentioned in passing in a local columnist’s write-up on new assistant manager Jon Gray.) We do know from the company’s recently filed 10-K that Palms had a net pretax loss of $1.3 million in the fourth quarter on net revenues of $38.5 million.

Given these numbers, investors might wonder whether the Palms is on track to make $35 million in EBITDA through September 30 this year. While the company did not provide property-level breakout of Palms’ EBITDA for the fourth quarter, investors should demand greater clarity going forward so they can better understand whether the expensive, debt-financed purchase is paying off as management had anticipated.

What happened to the Palms Place hotel rooms?

The company’s 10-K shows there were 713 hotel rooms at the Palms, but makes no mention of the condo-hotel units at Palms Place. Back in September, the company’s investor presentation showed that, at Palms, in addition to 713 rooms across two hotel towers, there were “approximately 448” condo units at the stand-alone Palms Place tower in the “room rental program, pursuant to which the Company receives 50% of the room rate and 100% of the resort fee on any such rentals.”

What happened to these 448 hotel units at Palms Place? They would account for about 39% of total available hotel units at the company’s new acquisition. The 10-K does not say anything about this Palms Place condo-hotel program. Has the company decided not to manage Palms Place’s hotel pool anymore? If so, how might that affect the goal of making $35 million in EBITDA at the Palms through September 30?

Why is no one adding significant capacity in the Las Vegas locals market?

We recently took a closer look at the company’s new development pipeline in Las Vegas and found little that was “shovel ready.” Given the lack of discussion on this issue during the analyst call, we believe some further questions are warranted.

For example, when will the company tell investors more about the planned second hotel tower at Palace Station, which received planning approval in September? The planned tower is absent from the discussion of the on-going $115-million “upgrade” of Palace Station in the company’s latest investor presentation from March 20.

While the company continues to tout its “Existing Development Sites” in Las Vegas such as “Durango” and “Viva” in its March presentation, it has not announced any concrete plans to build out those sites. Moreover, there are ten “Gaming Enterprise Districts” in the Las Vegas Valley which are not owned or controlled by Station Casinos.


(See our interactive map of casinos and casino sites in the Las Vegas locals market.)

The existence of these non-Station future casino sites should make investors skeptical of any claims of barriers of entry to the Las Vegas locals market. Moreover, if the Las Vegas locals market is growing significantly, why have these other developers not seen fit to build out new Las Vegas locals casinos?

What will happen in the company’s tribal casino management segment in 2021?

Outside of Las Vegas, there are looming challenges in the company’s tribal casino segment. Its two existing management agreements expire in February, 2018, and November, 2020, respectively. The company estimates that its only other tribal casino project will require another 36 to 48 months to begin construction and 18 months after construction begins to complete and open.

This means the earliest opening date would fall around September, 2021, and that the company most likely will not have a tribal casino management fee revenue stream in 2021. To be clear, the tribal casino management segment accounted for 7.6% of the company’s net revenues and 18.0% of adjusted EBITDA in 2016.

It should be noted that the company’s $225-million Term Loan A and $685-million Term Loan B both mature in June 2021, and its $500 million of 7.5% senior notes are due March 1, 2021. That is a total of approximately $1.4 billion of debt coming due when the company will likely not have any tribal casino management revenue. Will the company be able to roll over that debt given this potential lack of tribal casino management revenue in 2021?

Questions about the Palms Acquisition

When will Red Rock disclose the Palms purchase agreement?

Since the May 10 press release announcing the acquisition, Red Rock has not filed the definitive purchase agreement with the SEC yet. Investors should be able to review and evaluate the details of this significant transaction, which, at $312.5 million, cost nearly 70% of the company’s 2015 Adjusted EBITDA ($451 million) and is expected to be financed with new debt.

What will Red Rock have to do to bump up Palms’ EBITDA by 25% in one year?

Back in May, Red Rock management stated that they expect the Palms to generate “over $35 million” in EBITDA in the first full year of ownership by Red Rock. At the same time, they say the property’s EBITDA run rate is at “approximately 60% below its peak level.”

The Palms reportedly had EBITDA of about $70 million before the Great Recession, according to Debtwire/Financial Times. If one assumes that was the peak, then “60% below peak” would imply current annual EBITDA of about $28 million. Will Red Rock be able to expand Palms’ EBITDA by 25% (to $35 million) during its first full year of ownership? What kind of revenue growth and/or cost cutting will be required to achieve such a large increase in EBITDA in one year?

Will “Palms Station” cannibalize Palace Station?

Also back in May, Red Rock management described Palms as being “located in one of our most underpenetrated areas in the Las Vegas Valley from a boarding pass member standpoint.”

But the Palms is only 2.3 miles away from Red Rock’s Palace Station, and if you draw a five-mile-radius circle around each of these two properties, there is a 71% overlap between the two circles. How will the company ensure that its efforts to grow the business of Palms will not come at the expense of Palace Station?