UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997
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 No. 1-6697
Mirage Resorts, Incorporated
________________________________________________________________
(Exact name of Registrant as specified in its charter)
Nevada 88-0058016
________________________________________________________________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3400 Las Vegas Boulevard South, Las Vegas, Nevada 89109
________________________________________________________________
(Address of principal executive offices - Zip Code)
(702) 791-7111
________________________________________________________________
(Registrant's telephone number, including area code)
________________________________________________________________
(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 __X___ NO ______
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date. Common stock, $0.004 par value, 178,636,683 shares
outstanding as of May 9, 1997.
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The unaudited condensed consolidated financial information as of
March 31, 1997 and for the three-month periods ended March 31,
1997 and 1996 included in this report was reviewed by Arthur
Andersen LLP, independent public accountants, in accordance with
the professional standards and procedures established for such
reviews by the American Institute of Certified Public
Accountants.
<PAGE>
REVIEW REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------------
To the Directors and Stockholders
of Mirage Resorts, Incorporated
We have reviewed the accompanying condensed consolidated balance
sheet of Mirage Resorts, Incorporated (a Nevada corporation) and
subsidiaries (the "Company") as of March 31, 1997, and the
related condensed consolidated statements of income and cash
flows for the three-month periods ended March 31, 1997 and 1996.
These condensed consolidated financial statements are the
responsibility of the Company's management.
We conducted our reviews in accordance with the standards
established by the American Institute of Certified Public
Accountants. A review of interim financial information consists
principally of applying analytical procedures to financial data
and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an
audit conducted in accordance with generally accepted auditing
standards, the objective of which is the expression of an
opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our reviews, we are not aware of any material
modifications that should be made to the financial statements
referred to above for them to be in conformity with generally
accepted accounting principles.
We have previously audited, in accordance with generally
accepted auditing standards, the consolidated balance sheet of
Mirage Resorts, Incorporated and subsidiaries as of December 31,
1996, and the related consolidated statements of income,
stockholders' equity and cash flows for the year then ended (not
presented herein), and, in our report dated March 7, 1997, we
expressed an unqualified opinion on those consolidated financial
statements. In our opinion, the information set forth in the
accompanying condensed consolidated balance sheet of Mirage
Resorts, Incorporated and subsidiaries as of December 31, 1996,
is fairly stated, in all material respects, in relation to the
consolidated balance sheet from which it has been derived.
ARTHUR ANDERSEN LLP
Las Vegas, Nevada
May 12, 1997
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<PAGE>
<TABLE>
<CAPTION>
MIRAGE RESORTS, INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
ASSETS
At March 31, At December 31,
1997 1996
____________ ________________
(Unaudited)
<S> <C> <C>
Current assets
Cash and cash equivalents.................. $ 84,305 $ 81,908
Receivables, net of allowance for
doubtful accounts of $40,670 and $38,674.. 59,681 70,196
Inventories................................ 27,204 27,554
Prepaid expenses and other................. 36,939 56,625
------------ ------------
Total current assets............ 208,129 236,283
Property and equipment, net of accumulated
depreciation of $574,265 and $551,955...... 1,893,472 1,728,348
Other assets, net........................... 192,346 178,859
------------ ------------
$ 2,293,947 $ 2,143,490
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable........................... $ 94,718 $ 120,294
Accrued expenses........................... 107,880 97,718
Current maturities of long-term debt....... 182 453
------------ ------------
Total current liabilities....... 202,780 218,465
Long-term debt, net of current maturities... 570,668 468,140
Other liabilities, including deferred income
taxes of $160,080 and $155,076............. 172,042 166,002
------------ ------------
Total liabilities............... 945,490 852,607
------------ ------------
Commitments and contingencies
Stockholders' equity
Common stock: 178,631 and 178,336 shares
outstanding............................... 940 940
Additional paid-in capital................. 727,607 725,240
Retained earnings.......................... 910,679 856,215
Treasury stock, at cost: 56,517 and
56,812 shares............................. (290,769) (291,512)
------------ ------------
Total stockholders' equity...... 1,348,457 1,290,883
------------ ------------
$ 2,293,947 $ 2,143,490
============ ============
See notes to condensed consolidated financial statements.
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
MIRAGE RESORTS, INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
(In thousands, except per share amounts)
Three months ended March 31
----------------------------
1997 1996
----------- ----------
<S> <C> <C>
Gross revenues.............................. $ 394,399 $ 408,668
Less - promotional allowances............... (32,360) (34,460)
----------- ----------
362,039 374,208
----------- ----------
Costs and expenses
Casino-hotel operations.................... 202,918 208,252
General and administrative................. 38,416 37,990
Depreciation and amortization.............. 21,356 22,143
Corporate expense.......................... 8,612 7,699
----------- ----------
271,302 276,084
----------- ----------
Operating income............................ 90,737 98,124
----------- ----------
Other income (expense)
Interest cost.............................. (12,726) (6,720)
Interest capitalized....................... 9,565 4,024
Other, including interest income........... 144 7,077
----------- ----------
(3,017) 4,381
----------- ----------
Income before income taxes and extraordinary
item...................................... 87,720 102,505
Provision for income taxes................. 31,031 37,918
----------- ----------
Income before extraordinary item........... 56,689 64,587
Extraordinary item - loss on early
retirement of debt, net of applicable
income tax benefit........................ (2,225) -
----------- ----------
Net income................................. $ 54,464 $ 64,587
=========== ==========
Income per share of common stock
Income before extraordinary item.......... $ 0.30 $ 0.33
Extraordinary item - loss on early
retirement of debt, net of applicable
income tax benefit....................... (0.01) -
----------- ----------
Net income per share of common stock....... $ 0.29 $ 0.33
=========== ==========
See notes to condensed consolidated financial statements.
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
MIRAGE RESORTS, INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(In thousands)
Three months ended March 31
----------------------------
1997 1996
----------- ----------
<S> <C> <C>
Cash flows from operating activities
Net income................................ $ 54,464 $ 64,587
Adjustments to reconcile net income to net
cash provided by operating activities
Provision for losses on receivables..... 2,695 6,043
Depreciation and amortization of property
and equipment, including amounts
reported as corporate expense.......... 23,665 23,579
(Gain) loss on property transactions.... (3,542) 799
Equity in undistributed earnings of
Monte Carlo............................ (7,408) -
Gain on sale of investment in Casino
Iguazu................................. - (8,006)
Amortization of debt discount and
issuance costs......................... 3,741 3,496
Loss on early retirement of debt........ 3,422 -
Deferred income taxes................... 4,337 15,528
Changes in working capital pertaining to
operating activities
(Increase) decrease in receivables and
other current assets................. 28,523 (18,392)
Decrease in trade accounts payable and
accrued expenses..................... (23,743) (7,400)
Other................................... (61) (55)
Net cash provided by operating ----------- ----------
activities.................... 86,093 80,179
----------- ----------
Cash flows from investing activities
Capital expenditures...................... (192,149) (55,810)
Increase in construction payables......... 8,329 2,389
Proceeds from sale of investment in
Casino Iguazu............................ - 12,500
Other..................................... 106 (2,593)
Net cash used for investing ----------- ----------
activities.................... (183,714) (43,514)
----------- ----------
Cash flows from financing activities
Net increase (decrease) in bank credit
facility and commercial paper borrowings. 99,317 (41,882)
Exercise of common stock options,
including related income tax benefit..... 3,918 8,200
Other..................................... (3,217) (201)
Net cash provided by (used for) ----------- ----------
financing activities.......... 100,018 (33,883)
----------- ----------
Cash and cash equivalents
Increase for the period................... 2,397 2,782
Balance, beginning of period.............. 81,908 48,026
----------- ----------
Balance, end of period.................... $ 84,305 $ 50,808
=========== ==========
See notes to condensed consolidated financial statements.
</TABLE>
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<PAGE>
MIRAGE RESORTS, INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTE 1 - COMPANY DESCRIPTION AND BASIS OF PRESENTATION
Mirage Resorts, Incorporated (the "Company') owns and operates
some of the most successful casino-based entertainment resorts
in the world. These resorts include The Mirage and Treasure
Island on the Las Vegas Strip, the Golden Nugget in downtown Las
Vegas and the Golden Nugget-Laughlin in Laughlin, Nevada. The
Company is also a 50% partner in a joint venture that owns and
operates the Monte Carlo Resort & Casino ("Monte Carlo"), which
opened June 21, 1996 on the Las Vegas Strip.
The Company is currently constructing two additional wholly
owned hotel-casino resorts. Bellagio, an elegant 3,005-guest
room luxury resort, is being constructed on approximately 120
acres adjacent to Monte Carlo on the Las Vegas Strip. Beau
Rivage, a luxurious 1,777-guest room beachfront resort, is being
constructed on approximately 21 acres in Biloxi, Mississippi.
Both resorts are scheduled to be completed in 1998 - Bellagio in
the third quarter and Beau Rivage in the fourth quarter.
The accompanying condensed consolidated financial statements
have been prepared in accordance with the accounting policies
described in the Company's 1996 Annual Report on Form 10-K (the
"1996 Annual Report") and should be read in conjunction with the
Notes to Consolidated Financial Statements which appear in that
report. The Condensed Consolidated Balance Sheet at December
31, 1996 contained herein was derived from audited financial
statements, but does not include all disclosures included in the
1996 Annual Report and applicable under generally accepted
accounting principles.
In the opinion of management, all adjustments, consisting only
of normal recurring adjustments, necessary for a fair
presentation of the results for the interim periods have been
included. The results for the 1997 interim period are not
necessarily indicative of expected results for the full year.
Certain amounts in the 1996 condensed consolidated financial
statements have been reclassified to conform with the 1997
presentation. These reclassifications had no effect on the
Company's net income.
NOTE 2 - BANK CREDIT FACILITY AMENDMENT
On March 7, 1997, the Company's $1 billion revolving bank credit
facility was amended to increase the total availability to $1.75
billion and extend the maturity date from May 1999 to March
2002. Under certain circumstances, the facility can be further
increased to $2 billion. The amendment also reduced the
Company's borrowing cost and eliminated or relaxed many of the
bank facility's financial covenants.
In many respects, the amended bank facility is tantamount to a
new facility. As a result, the Company wrote off the unamortized
up front costs and fees associated with the original $1 billion
facility, resulting in an extraordinary charge of $2.2 million,
net of applicable income tax benefits of $1.2 million.
-6-
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Comparison of Operating Results for the Three-Month Periods
Ended March 31, 1997 and 1996
Financial Highlights
<TABLE>
<CAPTION>
Three months ended March 31
----------------------------
1997 1996
----------- ----------
(Dollars in thousands, except
per share and room rate
amounts)
<S> <C> <C>
Gross revenues
The Mirage................................ $ 217,002 $ 227,238
Treasure Island........................... 101,314 105,009
Golden Nugget............................. 52,777 59,681
Golden Nugget-Laughlin.................... 15,898 16,740
----------- ----------
386,991 408,668
Equity in earnings of Monte Carlo......... 7,408 -
----------- ----------
$ 394,399 $ 408,668
=========== ==========
Net revenues
The Mirage................................ $ 198,674 $ 207,487
Treasure Island........................... 94,020 96,959
Golden Nugget............................. 47,748 54,668
Golden Nugget-Laughlin.................... 14,189 15,094
----------- ----------
354,631 374,208
Equity in earnings of Monte Carlo......... 7,408 -
----------- ----------
$ 362,039 $ 374,208
=========== ==========
Operating profit
The Mirage................................ $ 59,136 $ 62,812
Treasure Island........................... 22,529 25,884
Golden Nugget............................. 8,269 14,461
Golden Nugget-Laughlin.................... 2,007 2,666
----------- ----------
91,941 105,823
Equity in earnings of Monte Carlo.......... 7,408 -
Corporate expense.......................... (8,612) (7,699)
----------- ----------
$ 90,737 $ 98,124
=========== ==========
Operating margin (operating profit/net revenues)
The Mirage................................ 29.8% 30.3%
Treasure Island........................... 24.0% 26.7%
Golden Nugget............................. 17.3% 26.5%
Golden Nugget-Laughlin.................... 14.1% 17.7%
Company-wide (before Monte Carlo and
corporate expense)....................... 25.9% 28.3%
Income before extraordinary item........... $ 56,689 $ 64,587
Net income................................. $ 54,464 $ 64,587
Income per share before extraordinary item. $ 0.30 $ 0.33
Net income per share....................... $ 0.29 $ 0.33
Other information (excluding Monte Carlo)
Company-wide table games win percentage... 20.0% 21.5%
Company-wide occupancy of standard guest
rooms.................................... 99.4% 99.3%
Average standard guest room rate (a)...... $ 93 $ 92
____________________________________________________________________________
(a) Cash rate (i.e., excluding complimentary accommodations) at the
Company's Las Vegas hotels.
</TABLE>
-7-
<PAGE>
The 1997 first quarter was the second best quarter in the
Company's history, nearly equaling the previous record set in
the first quarter of 1996. Earnings per share before an
extraordinary charge were $0.30, versus $0.33 in the 1996 first
quarter. Earnings in both quarters included non-recurring items.
The 1997 quarter included a gain of $3.6 million ($2.4 million,
or $0.01 per share, after tax) related to the sale and exchange
of land in Las Vegas. The 1996 first quarter included a gain of
$8.0 million ($5.2 million, or $0.03 per share, after tax)
associated with the sale of the Company's interest in a small
casino located near Iguazu Falls, Argentina. As discussed in
Note 2 of Notes to Condensed Consolidated Financial Statements,
during the 1997 first quarter the Company also incurred a $2.2
million, or $0.01 per share, extraordinary charge associated
with amending and increasing its revolving bank credit facility.
The Company's four wholly owned resorts performed very well
during the 1997 first quarter, albeit against difficult
comparisons with the record results of the prior-year period.
These strong results were achieved despite increased competition
and a decline in the table games win percentage. The Company-
wide table games win percentage was 20.0%, versus 21.5% during
the 1996 first quarter. By comparison, for the full years 1995
and 1996, the Company-wide table games win percentage was 20.2%
and 19.3%, respectively.
Excluding baccarat revenues in both quarters, combined net
revenues at the Company's wholly owned resorts were relatively
flat. Company-wide standard guest room occupancy was above 99%
in both periods, while the average standard room rate was
essentially unchanged.
The Mirage reported net revenues of $198.7 million - one of the
strongest quarters in its seven years of operation. During the
first quarter of 1996, The Mirage benefited from an above-
average level of baccarat play with a significantly above-
average win percentage. The 1997 quarter also experienced a
strong level of baccarat play, but with a more normal win
percentage. Excluding baccarat revenues in both periods, The
Mirage's net revenues rose by 3% over the strong results of the
prior-year quarter. Occupancy of The Mirage's standard guest
rooms was over 99% during both quarters.
Treasure Island also had a strong 1997 first quarter, producing
net revenues of $94.0 million and operating income of $22.5
million. These results were achieved despite the closure of a
nearby casino in July 1996, the openings of additional mid-
market competitors over the past year and construction underway
on several improvements to the resort. These improvements
include a new hotel lobby, a new Italian restaurant and lounge,
additional retail space and a modest amount of additional gaming
area. The construction will be completed in stages, beginning in
July, at a total cost of approximately $25 million.
-8-
<PAGE>
The Golden Nugget in downtown Las Vegas had a particularly tough
comparison with the 1996 first quarter, which was the first full
quarter of operation of the Fremont Street Experience. The 1997
quarter was also affected by the refurbishment of 1,382 of the
facility's guest rooms. This $22 million refurbishment project
was completed in late April and resulted in approximately 15%
fewer available room nights in the 1997 first quarter versus the
prior-year period. The resulting reduction in room revenues
primarily led to a $2.4 million, or 13%, decline in net non-
casino revenues. The reduction in the number of in-house guests
also adversely impacted table games and slot play, contributing
to a $4.5 million, or 13%, decline in casino revenues.
The Laughlin market continues to feel the effects of additional
competition from neighboring casinos on Arizona and California
Indian reservations, as well as the new resorts in Las Vegas.
As a result, both gaming and non-gaming volume at the Company's
small Golden Nugget property were lower in the 1997 first
quarter, accounting for the decline in its revenues and
profitability.
The 1997 quarter benefited from the Company's 50% interest in
the earnings of Monte Carlo. This new facility continues to
perform extremely well, producing gross revenues of $66.3
million and operating income of $18.5 million during the 1997
first quarter. Hotel room occupancy remained firm at 96%. The
average room rate climbed to almost $79, versus $72 achieved
during slightly over six months of operation in 1996. These
strong results are particularly notable given the early first
quarter opening of a major neighboring competitor. After
deducting net interest expense, this unconsolidated joint
venture contributed $7.4 million to the Company's 1997 first
quarter operating income. Such amount is included in "Gross
revenues" in the accompanying Condensed Consolidated Statements
of Income.
Interest cost and interest capitalized each rose significantly
over the 1996 first quarter. These increases primarily reflect
funding for the Bellagio and Beau Rivage projects, as well as
additional borrowings in the second half of 1996 resulting from
repurchases of the Company's common stock.
CAPITAL RESOURCES, CAPITAL SPENDING AND LIQUIDITY
During the 1997 first quarter, the Company's growing capital
expenditure requirements were funded principally by operating
cash flow and bank credit facility and commercial paper
borrowings. Net cash provided by operating activities (as shown
in the accompanying Condensed Consolidated Statements of Cash
-9-
<PAGE>
Flows) was $86.1 million, up $5.9 million, or 7%, from the 1996
first quarter.
Capital expenditures during the 1997 quarter totaled $192.1
million. A significant portion of this amount relates to the
construction of Bellagio and Beau Rivage. Including land,
capitalized interest and preopening costs, Bellagio is expected
to cost approximately $1.4 billion and Beau Rivage is expected
to cost approximately $550 million. At March 31, 1997, the
Company had incurred approximately $444 million associated with
Bellagio and approximately $92 million associated with Beau
Rivage. During the 1997 first quarter, the Company also acquired
approximately $13 million of additional fine art to be displayed
in Bellagio.
The Company's capital spending will increase further should it
proceed with its planned development of a casino-based
destination resort in Atlantic City, New Jersey. The Company and
the City of Atlantic City have entered into a redevelopment
agreement providing for the City to convey 150 acres located in
the Marina area of Atlantic City to the Company in exchange for
the Company agreeing to develop a casino-based destination
resort on the site and undertaking certain other obligations.
Closing under the agreement requires the satisfaction of a
number of conditions. One such condition is the construction of
certain major road improvements designed to improve access to
the Marina area. The Company has entered into an agreement with
the New Jersey Department of Transportation and South Jersey
Transportation Authority with respect to the construction and
joint funding of the road improvements. Selection of a
contractor to design and build the road improvements will be
determined by public bidding, and construction of the
improvements will not proceed unless one or more bids within the
available budget are submitted. Bids for the project are
expected to be submitted by July 1997. On May 2, 1997, the
Company filed applications for various permits necessary for
development of a 2,000-guest room hotel-casino that would occupy
a portion of the 150-acre site.
The required permits for the hotel-casino and the permits and
bids for the road improvement project have not yet been
received. The Company also has not yet submitted its plans for
the hotel-casino to potential contractors. Furthermore, an
existing Atlantic City hotel-casino operator and others have
filed various lawsuits which seek to prevent construction of the
road improvements and closing under the redevelopment agreement,
thereby preventing the Company from developing a hotel-casino on
the Marina site. As a result of the foregoing factors, there can
be no assurance as to the timing, cost or certainty of
construction by the Company in Atlantic City.
At year-end 1996, the Company had no bank credit facility or
commercial paper borrowings outstanding. As discussed
previously, on March 7, 1997, the availability under the
Company's $1 billion bank credit facility was increased to $1.75
billion and the maturity date was extended from May 1999 to
March 2002. During the 1997 first quarter, capital expenditure
requirements exceeded the Company's operating cash flow,
requiring net bank credit facility and commercial paper
borrowings of $99.3 million, leaving approximately $1.65 billion
available.
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<PAGE>
Management believes that existing cash balances, operating cash
flow and available borrowings under the bank credit facility
will provide the Company with sufficient resources to meet its
existing debt obligations and foreseeable capital expenditure
requirements, including those relating to the development of
Bellagio and Beau Rivage and potential development in Atlantic
City.
RECENTLY ISSUED ACCOUNTING STATEMENT
In February 1997, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 128 -
Earnings Per Share ("SFAS 128"). SFAS 128 is effective for
periods ending after December 15, 1997 and replaces currently
reported earnings per share with "basic," or undiluted, earnings
per share and "diluted" earnings per share. Undiluted earnings
per share is computed by dividing reported earnings by the
weighted-average number of common shares outstanding during the
period. Diluted earnings per share reflects the additional
dilution for all potentially dilutive securities such as stock
options. Diluted earnings per share is similar to earnings per
share currently reported by the Company, but includes the
potential dilution of stock options that become exercisable more
than five years from the date of the financial statements.
The Company will adopt the provisions of SFAS 128 in its 1997
annual financial statements and all previously reported earnings
per share amounts will be restated. The following table
discloses the Company's pro forma earnings per share for the
three-month periods ended March 31, 1997 and 1996 as determined
in accordance with SFAS 128.
<TABLE>
<CAPTION>
Three months ended March 31
----------------------------
1997 1996
---------- ----------
<S> <C> <C>
Income per share before
extraordinary item
As reported.............................. $ 0.30 $ 0.33
Pro forma
Undiluted............................... 0.32 0.35
Diluted................................. 0.30 0.33
Net income per share
As reported.............................. $ 0.29 $ 0.33
Pro forma
Undiluted............................... 0.31 0.35
Diluted................................. 0.28 0.33
</TABLE>
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<PAGE>
CERTAIN FORWARD-LOOKING STATEMENTS
Certain information included in this Form 10-Q and other
materials filed or to be filed by the Company with the
Securities and Exchange Commission (as well as information
included in oral statements or other written statements made or
to be made by the Company) contains forward-looking statements,
within the meaning of Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of
1934, as amended. Such statements include information relating
to plans for future expansion and other business development
activities as well as other capital spending, financing sources
and the effects of regulation (including gaming and tax
regulation) and competition. Such forward-looking information
involves important risks and uncertainties that could
significantly affect anticipated results in the future and,
accordingly, such results may differ from those expressed in any
forward-looking statements made by or on behalf of the Company.
These risks and uncertainties include, but are not limited to,
those relating to development and construction activities,
dependence on existing management, leverage and debt service
(including sensitivity to fluctuations in interest rates),
domestic or global economic conditions, pending litigation,
changes in federal or state tax laws or the administration of
such laws and changes in gaming laws or regulations (including
the legalization of gaming in certain jurisdictions).
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
11 Mirage Resorts, Incorporated - Computation of Net
Income Per Share of Common Stock for the three-month
periods ended March 31, 1997 and 1996.
15 Letter from independent public accountants acknowledg-
ing awareness of the use of their report dated May 12,
1997 in the Registrant's registration statements.
27 Financial Data Schedule.
(b) Reports on Form 8-K.
On January 21, 1997, the Registrant filed a Current
Report on Form 8-K, dated January 10, 1997. The
Registrant reported under Item 5 that it had entered
into a Road Development Agreement with the State of
New Jersey, acting through the Department of
Transportation, and South Jersey Transportation
Authority.
-12-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
Mirage Resorts, Incorporated
May 14, 1997 By: DANIEL R. LEE
- -------------- ------------------------
Date Daniel R. Lee
Senior Vice President -
Finance and Development,
Chief Financial Officer
and Treasurer (Principal
Financial Officer)
-13-
EXHIBIT 11
<TABLE>
<CAPTION>
MIRAGE RESORTS, INCORPORATED AND SUBSIDIARIES
COMPUTATION OF NET INCOME PER SHARE OF COMMON STOCK
Three months ended March 31
----------------------------
1997 1996
------------- ------------
<S> <C> <C>
Weighted-average shares outstanding....... 178,453,799 183,805,496
Common stock equivalents.................. 12,077,867 11,888,308
------------ ------------
Weighted-average shares outstanding and
common stock equivalents used in the
computation of primary earnings per
share.................................... 190,531,666 195,693,804
Additional shares for fully diluted
calculation.............................. 1,444,227 1,572,404
------------ ------------
Total shares outstanding assuming full
dilution................................. 191,975,893 197,266,208
============ ============
Net income................................ $ 54,464,000 $ 64,587,000
Primary earnings per share................ $ 0.29 $ 0.33
Fully diluted earnings per share.......... $ 0.28 $ 0.33
</TABLE>
EXHIBIT 15
May 12, 1997
To Mirage Resorts, Incorporated:
We are aware that Mirage Resorts, Incorporated has incorporated
by reference in its Registration Statements on Form S-8 (File No.
33-16037), on Form S-8 (File No. 33-48394), on Form S-8 (File No.
33-63804), on Form S-8 (File No. 33-60183), on Form S-3 (File No.
33-65317) and on Form S-3 (File No. 333-07261) its Form 10-Q for
the quarter ended March 31, 1997, which includes our report dated
May 12, 1997 covering the unaudited interim financial
information contained therein. Pursuant to Regulation C of the
Securities Act of 1933, that report is not considered a part of
these registration statements or a report prepared or certified
by our firm within the meaning of Sections 7 and 11 of the Act.
Very truly yours,
ARTHUR ANDERSEN LLP
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S CONDENSED CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 1997 AND
THE RELATED CONDENSED CONSOLIDATED STATEMENT OF INCOME AND CASH FLOWS FOR
THE THREE MONTHS ENDED MARCH 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 84,305
<SECURITIES> 0
<RECEIVABLES> 100,351
<ALLOWANCES> 40,670
<INVENTORY> 27,204
<CURRENT-ASSETS> 208,129
<PP&E> 2,467,737
<DEPRECIATION> 574,265
<TOTAL-ASSETS> 2,293,947
<CURRENT-LIABILITIES> 202,780
<BONDS> 570,668
0
0
<COMMON> 940
<OTHER-SE> 1,347,517
<TOTAL-LIABILITY-AND-EQUITY> 2,293,947
<SALES> 0
<TOTAL-REVENUES> 362,039
<CGS> 0
<TOTAL-COSTS> 200,223
<OTHER-EXPENSES> 21,356
<LOSS-PROVISION> 2,695
<INTEREST-EXPENSE> 3,161
<INCOME-PRETAX> 87,720
<INCOME-TAX> 31,031
<INCOME-CONTINUING> 56,689
<DISCONTINUED> 0
<EXTRAORDINARY> (2,225)
<CHANGES> 0
<NET-INCOME> 54,464
<EPS-PRIMARY> 0.29
<EPS-DILUTED> 0
</TABLE>
