<PAGE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
------------------------
FORM 11-K/A
AMENDMENT NO. 1 TO
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
<TABLE>
<C> <S>
/X/ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
</TABLE>
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
OR
<TABLE>
<C> <S>
/ / TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934.
</TABLE>
FOR THE TRANSITION PERIOD FROM ______________ TO ______________
COMMISSION FILE NUMBER 0-8570
------------------------
A. Full title of the plan and the address of the plan, if different from that of
the issuer named below: MANDALAY RESORT GROUP EMPLOYEES' PROFIT SHARING
AND INVESTMENT PLAN
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
MANDALAY RESORT GROUP
3950 Las Vegas Boulevard South
Las Vegas, Nevada 89119
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
MANDALAY RESORT GROUP EMPLOYEES' PROFIT SHARING AND INVESTMENT PLAN
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
--------
<S> <C>
Report of Independent Public Accountants.................... 3
Statements of Net Assets Available for Benefits as of
December 31, 1999 and 1998................................ 4
Statement of Changes in Net Assets Available for Benefits
for the Year Ended December 31, 1999...................... 5
Notes to Financial Statements............................... 6-11
Schedules:
II. Combining Statements of Net Assets Available for
Benefits as of December 31, 1999
and 1998............................................ 12-13
III. Combining Statement of Changes in Net Assets
Available for Benefits for the Year
Ended December 31, 1999............................. 14
Schedule of Assets Held for Investment Purposes at December
31, 1999.................................................. 15
Reportable Transactions for the Year Ended December 31,
1999...................................................... 16
</TABLE>
2
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors
of Mandalay Resort Group:
We have audited the accompanying statements of net assets available for benefits
(including Schedule II) of Mandalay Resort Group Employees' Profit Sharing and
Investment Plan (the "Plan") as of December 31, 1999 and 1998, and the related
statement of changes in net assets available for benefits for the year ended
December 31, 1999 (including Schedule III). These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1999 and 1998, and the changes in its net assets available for
benefits for the year ended December 31, 1999, in conformity with generally
accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment at December 31, 1999 and reportable transactions for the year
ended December 31, 1999 are presented for the purpose of additional analysis and
are not a required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The individual fund information in the combining statement of net assets
available for benefits and the statement of changes in net assets available for
benefits is presented for purposes of additional analysis rather than to present
the net assets available for plan benefits and changes in net assets available
for plan benefits of each fund. The supplemental schedules and fund information
have been subjected to the auditing procedures applied in the audits of the
basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
ARTHUR ANDERSEN LLP
Las Vegas, Nevada
May 25, 2000
3
<PAGE>
MANDALAY RESORT GROUP EMPLOYEES' PROFIT SHARING AND
INVESTMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
CASH........................................................ $ 4,831,502 $ 4,356,144
CONTRIBUTIONS RECEIVABLE:
Employee.................................................. 133,657 152,474
Employer.................................................. 86,296 221,861
INVESTMENT INCOME RECEIVABLE................................ -- 121,951
INVESTMENTS, at contract or market value:
Mandalay Common Stock Fund
(cost of $12,150,663 and $12,941,384)................... 11,511,017 6,623,637
Fixed Income Fund
(cost of $26,573,021 and $22,724,349)................... 26,573,021 22,724,349
General Common Stock Fund
(cost of $8,205,754 and $6,353,602)..................... 13,426,505 10,107,554
U.S. Government Securities Fund
(cost of $1,662,419 and $1,398,167)..................... 1,624,903 1,429,200
Capital Fund
(cost of $5,875,046 and $4,938,433)..................... 5,724,512 5,232,603
Small Capitalization Index Fund
(cost of $3,227,482 and $2,560,880)..................... 3,479,478 2,479,940
International Growth Fund
(cost of $2,135,274 and $1,602,153)..................... 2,945,358 1,572,534
ESOP Fund
(cost of $9,255,348 and $10,631,560).................... 6,943,749 4,469,042
----------- -----------
NET ASSETS................................................ $77,279,998 $59,491,289
=========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
4
<PAGE>
MANDALAY RESORT GROUP EMPLOYEES' PROFIT SHARING AND
INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1999
<TABLE>
<S> <C>
CONTRIBUTIONS:
Employee.................................................. $ 7,443,407
Employer automatic........................................ 4,281,285
Employer matching......................................... 484,866
-----------
Total contributions..................................... 12,209,558
-----------
INVESTMENT INCOME:
Interest.................................................. 72,505
Cash dividends............................................ 2,113,056
-----------
Total investment income................................. 2,185,561
-----------
INVESTMENT GAINS:
Realized gains, net....................................... 1,199,942
Unrealized appreciation................................... 11,395,042
-----------
Total net investment gains.............................. 12,594,984
-----------
INCREASE BEFORE DISTRIBUTIONS............................... 26,990,103
BENEFIT DISTRIBUTIONS....................................... (9,201,394)
-----------
INCREASE IN NET ASSETS...................................... 17,788,709
NET ASSETS, beginning of year............................... 59,491,289
-----------
NET ASSETS, end of year..................................... $77,279,998
===========
</TABLE>
The accompanying notes are an integral part of this statement.
5
<PAGE>
MANDALAY RESORT GROUP EMPLOYEES' PROFIT SHARING AND
INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
(1) DESCRIPTION OF THE PLAN
The following description of the Mandalay Resort Group Employees' Profit
Sharing and Investment Plan (the "Plan") provides only general information. Plan
participants should refer to the Plan agreement for a more complete description
of the Plan's provisions.
GENERAL
The Plan was adopted as a 401(k) plan by the Board of Directors of Mandalay
Resort Group ("MRG") in August 1985 and has been approved by the Board of
Directors of each of its wholly owned subsidiaries which are participating
employers (collectively referred to as the "Company"). Certain other amendments
have been made to the Plan from time to time, including those necessary to
comply with Internal Revenue Service and Department of Labor guidelines.
The Plan is administered by MRG except with respect to investments (see Note
2). Plan amendments must be approved by MRG's Board of Directors.
The Plan is a voluntary defined contribution plan covering primarily
nonunion employees of at least age 21 who have completed one year of service,
including at least 1,000 hours of service as defined in the Plan. The Plan is
subject to the provisions of the Employee Retirement Income Security Act of
1974, as amended.
Effective May 1999, the Plan changed its trustee from Bank of America to
Wells Fargo Bank.
Pursuant to a vote by the Company's shareholders on June 17, 1999, the
Company changed its name to Mandalay Resort Group.
CONTRIBUTIONS
Contributions to the Plan are limited under certain provisions of the
Internal Revenue Code (the "Code") as follows:
i. Section 401(k) of the Code establishes maximum percentages of compensation
which may be contributed as elective contributions by participants of the
Plan who constitute "Highly Compensated Employees" (as defined in the
Code).
ii. Section 401(m) of the Code establishes maximum percentages of compensation
which may be contributed as matching contributions on behalf of such
Highly Compensated Employees.
iii. Section 402(g) of the Code establishes a specific dollar limitation on the
amount of an individual participant's elective contributions to the Plan.
iv. Section 415 of the Code establishes limitations on the combined amounts of
annual employer and employee contributions and forfeitures which may be
credited to an individual participant's account.
EMPLOYEE SAVINGS CONTRIBUTIONS
The Plan provides for each participant to contribute up to 15 percent of
his/her compensation unless otherwise reduced to comply with limitations as
contained in the Internal Revenue Code. The participants may elect to have
such contributions invested in any of seven investment options (see Note 2
"Investment Options").
6
<PAGE>
MANDALAY RESORT GROUP EMPLOYEES' PROFIT SHARING AND
INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999
(1) DESCRIPTION OF THE PLAN (CONTINUED)
Savings contributions are accepted on the condition that they fall within
certain limitations contained in the Plan document. Savings contributions that
do not comply with those limitations are returned (with the earnings, if any, on
such amount) to the participant after the Plan year end.
AUTOMATIC CONTRIBUTIONS
The Company contributes an amount to each eligible participant's account
annually based on years of credited service (as defined). Automatic
contributions, ranging from $250 for one year of credited service to $800
for eight or more years of credited service, are funded in cash.
EMPLOYER MATCHING CONTRIBUTIONS
The Company matches 25% of participant savings contributions up to specified
maximum amounts per participant ranging from $62.50 for one year of credited
service to $200 for eight or more years of credited service. The
contributions are funded in cash.
EMPLOYER DISCRETIONARY CONTRIBUTIONS
The Plan also provides for discretionary contributions to be made by the
Company, if approved by MRG's Board of Directors. No employer discretionary
contributions had been made through December 31, 1999.
VESTING
Participants eligibly employed before July 3, 1989, and who entered the Plan
on or before December 31, 1992, are fully vested in all employer contributions
and related earnings. For participants with initial eligible employment dates on
or after July 3, 1989, and for participants with eligible employment dates prior
to July 3, 1989, but who did not enter the Plan until after December 31, 1992,
employer contributions and earnings thereon begin vesting in annual 25%
increments after three years of service and are completely vested after six
years of service, as defined in the Plan. All employee contributions and
earnings thereon are 100% vested, regardless of employment date.
The Plan requires a participant to reach age 65 and to complete five years
of Plan participation to qualify for normal retirement. All accounts are fully
vested at the time of normal retirement. In the event of death or total
disability (as defined) of a participant, the participant's accounts also become
fully vested.
Upon termination of employment prior to normal retirement, total disability
or death, the unvested portion of a participant's account is forfeited. Such
forfeitures of $235,040 occurring during the 1998 Plan year will be allocated
among the remaining participants in proportion to the respective participant's
automatic contributions for the 1999 Plan year.
BENEFITS
The benefit to which a participant is entitled is paid in a lump sum. The
following benefits are payable under the provisions of the Plan:
7
<PAGE>
MANDALAY RESORT GROUP EMPLOYEES' PROFIT SHARING AND
INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999
(1) DESCRIPTION OF THE PLAN (CONTINUED)
RETIREMENT BENEFIT
Upon the later of reaching normal retirement age (65 years of age), or
accumulating five years of Plan participation, a participant is entitled to
a retirement benefit in an amount equal to 100% of the participant's account
balance.
DEATH BENEFIT
In the event of the death of a participant, his designated beneficiary is
entitled to a death benefit in an amount equal to 100% of the participant's
account balance.
DISABILITY BENEFIT
In the event a participant becomes totally disabled (as defined), such
participant is entitled to a disability benefit in an amount equal to 100%
of the participant's account balance.
SEVERANCE OF EMPLOYMENT BENEFIT
In the event a participant's employment with the Company is terminated, such
participant is entitled to a severance of employment benefit in an amount
equal to the participant's vested account balance.
BENEFITS PAYABLE
Net assets available for benefits at December 31, 1999 and 1998 include the
market values of $442,450 and $407,894, respectively, for distributions to
be paid subsequent to year end.
(2) INVESTMENT OPTIONS
Effective January 1, 1996, all employer contributions are made in cash and
are directed to investment options in accordance with the participant's
investment election as of the last day of the Plan year. All employee
contributions are invested among the following seven investment options
available under the Plan, at the direction of the participant. No portion of the
ESOP fund investments may be directed by participants into other funds prior to
1999. To the extent a participant does not specifically designate investment
elections, undesignated amounts will be invested in Fund B, the Fixed Income
Fund, unless the Trustee designates a different default fund or until a
designation can be obtained from the participant. The participant-directed
investment options available are as follows:
FUND A--MANDALAY RESORT GROUP COMMON STOCK FUND
This Fund is invested by Wells Fargo Bank (the "Trustee"), primarily in
Mandalay Resort Group common stock. The Trustee has discretion as to the
timing and manner of purchasing shares of common stock. Cash dividends or
interest, if any, are reinvested in this fund, and any stock dividends or
shares issued pursuant to a stock split on the shares held by this fund will
be added to this fund.
8
<PAGE>
MANDALAY RESORT GROUP EMPLOYEES' PROFIT SHARING AND
INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999
(2) INVESTMENT OPTIONS (CONTINUED)
The respective numbers of shares of Mandalay Resort Group common stock held
by this fund as of the dates indicated are as follows:
<TABLE>
<CAPTION>
DECEMBER 31,
-------------------
1999 1998
-------- --------
<S> <C> <C>
Number of shares.......................................... 571,976 585,489
</TABLE>
FUND B--FIXED INCOME FUND
Investments in Fund B are generally invested by the Trustee in the Merrill
Lynch Retirement Preservation Trust (the "Merrill Lynch Fund"), which is a
collective trust fund available for investments by qualified retirement plans.
The Merrill Lynch Fund's investment goal is to obtain high current income
consistent with the preservation of capital and the maintenance of liquidity.
The Merrill Lynch Fund is invested primarily in contracts issued by insurance
companies and banks which provide for a return of principal plus interest,
either periodically or at maturity. Investments may also include money market
instruments. Merrill Lynch Trust Company ("Merrill Lynch") and Merrill Lynch
Asset Management, L.P. (entities entirely owned, directly or indirectly, by
Merrill Lynch & Co., Inc.) are the trustee and the investment advisor,
respectively, of the Merrill Lynch Fund.
FUND C--GENERAL COMMON STOCK FUND
This fund is invested by the Trustee in the S&P 500 Index Portfolio (the
"Portfolio"), an investment fund constituting a part of the SEI Index Funds and
managed by SEI Investments Fund Management. The Portfolio seeks to provide
investment results that correspond to the aggregate price and dividend
performance of the securities in the Standard & Poor's 500 Composite Price
Index.
FUND D--U.S. GOVERNMENT SECURITIES FUND
This fund is invested by the Trustee in institutional shares of the
Federated U.S. Government Securities Fund: 2-5 years (the "U.S. Fund"). The U.S.
Fund invests in U.S. government securities to provide current income, and
invests only in those securities with remaining maturities of five years or
less.
FUND E--CAPITAL FUND
This fund is invested by the Trustee in Class A shares of Merrill Lynch
Capital Fund, Inc. (the "Capital Fund"). The Capital Fund seeks to achieve high
total investment return consistent with prudent risk by investing in equity
securities, corporate bonds or money market securities.
FUND F--SMALL CAPITALIZATION INDEX FUND
This fund is invested by the Trustee in the Small Capitalization Stock
Portfolio of the Vanguard Index Trust (the "Small Cap Fund") and is administered
by Vanguard's Core Management Group. The Small Cap Fund seeks to replicate the
aggregate price and yield performance of the Russell 2000 Small Stock Index, a
broadly diversified small-capitalization stock index consisting of approximately
2,000 common stocks.
9
<PAGE>
MANDALAY RESORT GROUP EMPLOYEES' PROFIT SHARING AND
INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999
(2) INVESTMENT OPTIONS (CONTINUED)
FUND G--INTERNATIONAL GROWTH FUND
This fund is invested by the Trustee in the Scudder International Fund (the
"International Fund"), one of a series of funds of Scudder International
Fund, Inc. and is managed by Scudder Kemper Investments, Inc. The International
Fund seeks long-term growth of capital by investing in a diversified portfolio
of marketable stocks issued by non-U.S. companies, thus permitting participation
in foreign economies having prospects for growth.
GUARANTEED INVESTMENT CONTRACT
The Plan participates in a Guaranteed Investment Contract within the Fixed
Income Fund. The contract was credited with interest at 6.43% for the year ended
December 31, 1999. The Trustee uses the annual effective yield to determine the
basis and frequency of the crediting interest rate resets. The average yield for
the contract was 6.60% and the contract value approximated the fair value of the
contract at December 31, 1999.
(3) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ACCRUAL BASIS OF ACCOUNTING
The Plan's financial statements are prepared on a modified accrual basis.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of net assets available for
benefits and changes therein. Actual results could differ from those estimates.
PLAN EXPENSES
Plan expenses, including accounting, legal, trustee and any other costs of
administering the Plan, are paid by the Company or charged to the Plan at the
discretion of MRG's Board of Directors. All Plan expenses during 1999 were paid
by the Company.
VALUATION OF INVESTMENTS
Contributions to the Fixed Income Fund beginning in 1991 are placed in the
Merrill Lynch Retirement Preservation Trust, formerly named the Merrill Lynch
GIC Managed Trust. The interest rate earned on such investments is the weighted
average rate determined by the individual contracts or investments that make up
the Trust. The investment in such accounts reflected in the statements of net
assets available for benefits subsequent to 1990 is stated at the amount of the
contributions plus the interest earned to date.
The values of the General Common Stock Fund, U.S. Government Securities
Fund, Capital Fund, Small Capitalization Index Fund and the International Growth
Fund at the financial statement date are based on the latest available closing
prices of the investments included in those funds.
10
<PAGE>
MANDALAY RESORT GROUP EMPLOYEES' PROFIT SHARING AND
INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999
(3) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
The value of the Mandalay Common Stock Fund and the ESOP Fund are based on
the latest available quoted closing price of the Company's common stock, which
was $20.13 and $11.31 per share as of December 31, 1999 and 1998, respectively.
(4) FEDERAL INCOME TAXES
The Company received a favorable determination letter, dated July 22, 1997,
from the Internal Revenue Service with respect to the tax exempt status of the
Plan (under Code Section 401(a)), and as to whether the Plan qualifies for
deferred tax treatment of contributions (under Code Section 401(k)). In
management's opinion, within the limits established by the Plan, a participant
in the Plan is not subject to any federal income tax on the contributions of the
participant or the Company, or on the dividends, interest or profits from sales
of securities held by the Trustee, until such amounts are withdrawn by the
participant.
(5) PLAN TERMINATION
Although the Company expects to continue the Plan indefinitely, it reserves
the right to amend or terminate the Plan in whole or in part at any time.
(6) RECENT ACCOUNTING PRONOUNCEMENT
In September 1999, the American Institute of Certified Public Accountants
Accounting Standards Executive Committee issued a new statement, "Accounting for
and Reporting of Certain Defined Contribution Plan Investments and Other
Disclosure Matters," ("SOP 99-3"), which is to be effective for plan years
ending after December 15, 1999. SOP 99-3 recommends, among other things, that
presentation in defined contribution plan financial statements of information
about investments, participant-directed investment programs, and units of
participation not be segregated by fund, but by participant- and non-participant
directed funds. Participant-directed plan investments may be shown in the
aggregate, as a one-line item, while non-participant-directed plan investments
should be detailed by general type and should indicate whether the fair values
of the investments have been measured by quoted market prices or were determined
otherwise. Mandalay Resort Group has determined they will continue to segregate
all funds, whether participant- or non-participant- directed funds. This is
acceptable since the Department of Labor considers SOP 99-3 a minimum
requirement and there are no consequences for additional disclosures.
11
<PAGE>
SCHEDULE II
MANDALAY RESORT GROUP EMPLOYEES' PROFIT SHARING AND INVESTMENT PLAN
COMBINING STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1999
<TABLE>
<CAPTION>
MANDALAY
COMMON STOCK FIXED GENERAL COMMON U.S. GOVERNMENT
FUND INCOME FUND STOCK FUND SECURITIES FUND
ASSETS TOTAL FUND A FUND B FUND C FUND D
-------------------------------------- ----------- -------------- ------------ ---------------- ---------------
<S> <C> <C> <C> <C> <C>
CASH.................................. $ 4,831,502 $ 510,892 $ 3,061,244 $ 494,869 $ 106,994
CONTRIBUTIONS RECEIVABLE:
Employee............................ 133,657 16,862 42,474 30,755 6,737
Employer............................ 86,296 8,201 56,415 9,128 1,975
EMPLOYEE TRANSFERS.................... -- (21,264) (24,035) 149,883 (74,144)
INVESTMENTS, at contract or market
value:
Mandalay Common Stock Fund.......... 11,511,017 11,511,017 -- -- --
Fixed Income Fund................... 26,573,021 -- 26,573,021 -- --
General Common Stock Fund........... 13,426,505 -- -- 13,426,505 --
U.S. Government Securities Fund..... 1,624,903 -- -- -- 1,624,903
Capital Fund........................ 5,724,512 -- -- -- --
Small Capitalization Index Fund..... 3,479,478 -- -- -- --
International Growth Fund........... 2,945,358 -- -- -- --
ESOP Fund........................... 6,943,749 -- -- -- --
----------- ----------- ----------- ----------- ----------
NET ASSETS........................ $77,279,998 $12,025,708 $29,709,119 $14,111,140 $1,666,465
=========== =========== =========== =========== ==========
<CAPTION>
SMALL
CAPITAL CAPITALIZATION INTERNATIONAL
FUND INDEX FUND GROWTH FUND ESOP
ASSETS FUND E FUND F FUND G FUND
-------------------------------------- ---------- -------------- ------------- ----------
<S> <C> <C> <C> <C>
CASH.................................. $ 305,614 $ 154,554 $ 113,996 $ 83,339
CONTRIBUTIONS RECEIVABLE:
Employee............................ 16,596 11,120 9,113 --
Employer............................ 5,624 2,850 2,103 --
EMPLOYEE TRANSFERS.................... (135,725) 23,286 81,999 --
INVESTMENTS, at contract or market
value:
Mandalay Common Stock Fund.......... -- -- -- --
Fixed Income Fund................... -- -- -- --
General Common Stock Fund........... -- -- -- --
U.S. Government Securities Fund..... -- -- -- --
Capital Fund........................ 5,724,512 -- -- --
Small Capitalization Index Fund..... -- 3,479,478 -- --
International Growth Fund........... -- -- 2,945,358 --
ESOP Fund........................... -- -- -- 6,943,749
---------- ---------- ---------- ----------
NET ASSETS........................ $5,916,621 $3,671,288 $3,152,569 $7,027,088
========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these statements.
12
<PAGE>
SCHEDULE II
MANDALAY RESORT GROUP EMPLOYEES' PROFIT SHARING AND INVESTMENT PLAN
COMBINING STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1998
<TABLE>
<CAPTION>
MANDALAY
COMMON STOCK FIXED GENERAL COMMON U.S. GOVERNMENT
FUND INCOME FUND STOCK FUND SECURITIES FUND
ASSETS TOTAL FUND A FUND B FUND C FUND D
-------------------------------------- ----------- -------------- ------------ ---------------- ---------------
<S> <C> <C> <C> <C> <C>
CASH.................................. $ 4,356,144 $ 451,224 $ 2,835,947 $ 412,364 $ 93,008
CONTRIBUTIONS RECEIVABLE:
Employee............................ 152,474 20,391 50,622 30,495 7,636
Employer............................ 221,861 22,766 146,725 21,371 4,827
EMPLOYEE TRANSFERS.................... -- (35,980) 162,956 (8,873) 79,228
INVESTMENT INCOME RECEIVABLE.......... 121,951 -- 116,256 -- 5,695
INVESTMENTS, at contract or market
value:
Mandalay Common Stock Fund.......... 6,623,637 6,623,637 -- -- --
Fixed Income Fund................... 22,724,349 -- 22,724,349 -- --
General Common Stock Fund........... 10,107,554 -- -- 10,107,554 --
U.S. Government Securities Fund..... 1,429,200 -- -- -- 1,429,200
Capital Fund........................ 5,232,603 -- -- -- --
Small Capitalization Index Fund..... 2,479,940 -- -- -- --
International Growth Fund........... 1,572,534 -- -- -- --
ESOP Fund........................... 4,469,042 -- -- -- --
----------- ---------- ----------- ----------- ----------
NET ASSETS........................ $59,491,289 $7,082,038 $26,036,855 $10,562,911 $1,619,594
=========== ========== =========== =========== ==========
<CAPTION>
SMALL
CAPITAL CAPITALIZATION INTERNATIONAL
FUND INDEX FUND GROWTH FUND ESOP
ASSETS FUND E FUND F FUND G FUND
-------------------------------------- ---------- -------------- ------------- ----------
<S> <C> <C> <C> <C>
CASH.................................. $ 288,814 $ 139,080 $ 84,072 $ 51,635
CONTRIBUTIONS RECEIVABLE:
Employee............................ 20,495 14,205 8,630 --
Employer............................ 14,774 7,035 4,363 --
EMPLOYEE TRANSFERS.................... (175,208) 4,474 (26,597) --
INVESTMENT INCOME RECEIVABLE.......... -- -- -- --
INVESTMENTS, at contract or market
value:
Mandalay Common Stock Fund.......... -- -- -- --
Fixed Income Fund................... -- -- -- --
General Common Stock Fund........... -- -- -- --
U.S. Government Securities Fund..... -- -- -- --
Capital Fund........................ 5,232,603 -- -- --
Small Capitalization Index Fund..... -- 2,479,940 -- --
International Growth Fund........... -- -- 1,572,534 --
ESOP Fund........................... -- -- -- 4,469,042
---------- ---------- ---------- ----------
NET ASSETS........................ $5,381,478 $2,644,734 $1,643,002 $4,520,677
========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these statements.
13
<PAGE>
SCHEDULE III
MANDALAY RESORT GROUP EMPLOYEES' PROFIT SHARING AND INVESTMENT PLAN
COMBINING STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
MANDALAY FIXED
COMMON STOCK INCOME GENERAL COMMON U.S. GOVERNMENT CAPITAL
FUND FUND STOCK FUND SECURITIES FUND FUND
TOTAL FUND A FUND B FUND C FUND D FUND E
----------- -------------- ------------ ---------------- --------------- ----------
<S> <C> <C> <C> <C> <C> <C>
CONTRIBUTIONS:............
Employee................ $ 7,443,407 $ 926,653 $ 2,306,740 $ 1,754,377 $ 334,893 $1,017,639
Employer automatic...... 4,281,285 384,563 2,906,865 417,288 90,474 257,322
Employer matching....... 484,866 68,168 209,702 86,546 18,622 53,142
----------- ----------- ----------- ----------- ---------- ----------
Total contributions... 12,209,558 1,379,384 5,423,307 2,258,211 443,989 1,328,103
----------- ----------- ----------- ----------- ---------- ----------
INVESTMENT INCOME:
Interest................ 72,505 -- -- -- 72,505 --
Cash dividends.......... 2,113,056 57,803 1,607,284 187,286 354 164,856
----------- ----------- ----------- ----------- ---------- ----------
Total investment
income.............. 2,185,561 57,803 1,607,284 187,286 72,859 164,856
----------- ----------- ----------- ----------- ---------- ----------
INVESTMENT GAINS (LOSSES):
Realized gains
(losses).............. 1,199,942 637,512 -- 97,301 (9,734) 14,054
Unrealized appreciation
(depreciation)........ 11,395,042 4,771,486 -- 1,992,848 (68,942) 88,701
----------- ----------- ----------- ----------- ---------- ----------
Total net investment
gains (losses)...... 12,594,984 5,408,998 -- 2,090,149 (78,676) 102,755
----------- ----------- ----------- ----------- ---------- ----------
TRANSFERS................. -- (251,842) (41,715) 623,002 (171,690) (249,373)
----------- ----------- ----------- ----------- ---------- ----------
BENEFIT DISTRIBUTIONS..... (9,201,394) (1,650,673) (3,316,612) (1,610,419) (219,611) (811,198)
----------- ----------- ----------- ----------- ---------- ----------
INCREASE IN NET
ASSETS.................. 17,788,709 4,943,670 3,672,264 3,548,229 46,871 535,143
NET ASSETS, beginning of
year.................... 59,491,289 7,082,038 26,036,855 10,562,911 1,619,594 5,381,478
----------- ----------- ----------- ----------- ---------- ----------
NET ASSETS, end of year... $77,279,998 $12,025,708 $29,709,119 $14,111,140 $1,666,465 $5,916,621
=========== =========== =========== =========== ========== ==========
<CAPTION>
SMALL INTERNATIONAL
CAPITALIZATION GROWTH
INDEX FUND FUND ESOP
FUND F FUND G FUND
-------------- ------------- ----------
<S> <C> <C> <C>
CONTRIBUTIONS:............
Employee................ $ 650,402 $ 452,703 --
Employer automatic...... 129,483 95,290 --
Employer matching....... 27,867 20,819 --
---------- ---------- ----------
Total contributions... 807,752 568,812 --
---------- ---------- ----------
INVESTMENT INCOME:
Interest................ -- -- --
Cash dividends.......... 70,659 22,230 2,584
---------- ---------- ----------
Total investment
income.............. 70,659 22,230 2,584
---------- ---------- ----------
INVESTMENT GAINS (LOSSES):
Realized gains
(losses).............. 19,290 31,002 410,517
Unrealized appreciation
(depreciation)........ 578,358 1,017,249 3,015,342
---------- ---------- ----------
Total net investment
gains (losses)...... 597,648 1,048,251 3,425,859
---------- ---------- ----------
TRANSFERS................. (89,419) 181,037 --
---------- ---------- ----------
BENEFIT DISTRIBUTIONS..... (360,086) (310,763) (922,032)
---------- ---------- ----------
INCREASE IN NET
ASSETS.................. 1,026,554 1,509,567 2,506,411
NET ASSETS, beginning of
year.................... 2,644,734 1,643,002 4,520,677
---------- ---------- ----------
NET ASSETS, end of year... $3,671,288 $3,152,569 $7,027,088
========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these statements.
14
<PAGE>
EIN# 88-0121916
MANDALAY RESORT GROUP EMPLOYEES' PROFIT SHARING AND INVESTMENT PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT DECEMBER 31, 1999
At December 31, 1999 the Trustee held for the Plan the following
investments:
<TABLE>
<CAPTION>
CONTRACT/
NUMBER OF MARKET
SHARES/UNITS COST VALUE
------------ ----------- -----------
<S> <C> <C> <C>
Mandalay Common Stock Fund*................................. 571,976 $12,150,663 $11,511,017
Fixed Income Fund
(Merrill Lynch Retirement Preservation Trust)............. 26,573,021 26,573,021 26,573,021
General Common Stock Fund
(S&P 500 Index Portfolio - SEI Fund Management)........... 295,088 8,205,754 13,426,505
U.S. Government Securities Fund
(Federated U.S. Government Securities Fund)............... 156,995 1,662,419 1,624,903
Capital Fund
(Merrill Lynch Capital Fund).............................. 178,501 5,875,046 5,724,512
Small Capitalization Index Fund
(Vanguard Index Trust).................................... 147,436 3,227,482 3,479,478
International Growth Fund
(Scudder International Fund).............................. 41,636 2,135,274 2,945,358
ESOP Fund*
(Mandalay Common Stock)................................... 345,031 9,255,348 6,943,749
----------- ----------- -----------
$28,309,684 $69,085,007 $72,228,543
=========== =========== ===========
</TABLE>
------------------------
* Party in interest
15
<PAGE>
EIN# 88-0121916
MANDALAY RESORT GROUP EMPLOYEES' PROFIT SHARING AND
INVESTMENT PLAN
REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1999
(IN THOUSANDS, EXCEPT NUMBER OF TRANSACTIONS)
<TABLE>
<CAPTION>
PURCHASES
----------------------------------
NUMBER OF CONTRACT/
TRANSACTIONS SHARES COST MARKET VALUE
------------ -------- -------- ------------
<S> <C> <C> <C> <C>
REPORTABLE TRANSACTIONS BY ISSUE:
SEI Trust Funds Treasury............................ 539 16,401 $17,575 $16,401
Merrill Lynch Retirement Preservation Trust......... 64 7,051 7,051 7,051
Mandalay Resort Group Stock*........................ 32 81 1,204 1,630
INDIVIDUALLY REPORTABLE TRANSACTIONS:
N/A
</TABLE>
<TABLE>
<CAPTION>
SALES
---------------------------------------------
NUMBER OF ORIGINAL GAIN
TRANSACTIONS SHARES COST PROCEEDS (LOSS)
------------ -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
REPORTABLE TRANSACTIONS BY ISSUE:
SEI Trust Funds Treasury........................ 451 16,330 $16,330 $16,330 --
Merrill Lynch Retirement Preservation Trust..... 25 3,196 3,196 3,196 --
Mandalay Resort Group Stock*.................... 53 144 3,371 2,667 (704)
INDIVIDUALLY REPORTABLE TRANSACTIONS:
N/A
</TABLE>
------------------------
* Party in interest
16
<PAGE>
SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Exchange Act of
1934, the Plan Administrator has duly caused this Annual Report to be signed on
its behalf by the undersigned hereunto duly authorized.
Mandalay Resort Group, as Plan
Administrator of the Mandalay Resort
Group Employees' Profit Sharing and
Investment Plan
<TABLE>
<S> <C> <C>
By: /s/ GLENN SCHAEFFER
------------------------------------
Glenn Schaeffer
PRESIDENT, CHIEF FINANCIAL OFFICER AND
June 23, 2000 TREASURER
</TABLE>
17
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
NO. DESCRIPTION
--------------------- -----------
<S> <C>
23........ Consent of Arthur Andersen LLP
</TABLE>
18
