11-K/A 1 a11-ka.txt FORM 11-L/A -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 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 /X/ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999 OR / / TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934.
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 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- MANDALAY RESORT GROUP EMPLOYEES' PROFIT SHARING AND INVESTMENT PLAN INDEX TO FINANCIAL STATEMENTS
PAGE -------- 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
2 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 MANDALAY RESORT GROUP EMPLOYEES' PROFIT SHARING AND INVESTMENT PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS AS OF DECEMBER 31, 1999 AND 1998
1999 1998 ----------- ----------- 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 =========== ===========
The accompanying notes are an integral part of these statements. 4 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 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 ===========
The accompanying notes are an integral part of this statement. 5 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 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 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 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:
DECEMBER 31, ------------------- 1999 1998 -------- -------- Number of shares.......................................... 571,976 585,489
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 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 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 SCHEDULE II MANDALAY RESORT GROUP EMPLOYEES' PROFIT SHARING AND INVESTMENT PLAN COMBINING STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS AS OF DECEMBER 31, 1999
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 -------------------------------------- ----------- -------------- ------------ ---------------- --------------- 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 =========== =========== =========== =========== ========== SMALL CAPITAL CAPITALIZATION INTERNATIONAL FUND INDEX FUND GROWTH FUND ESOP ASSETS FUND E FUND F FUND G FUND -------------------------------------- ---------- -------------- ------------- ---------- 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 ========== ========== ========== ==========
The accompanying notes are an integral part of these statements. 12 SCHEDULE II MANDALAY RESORT GROUP EMPLOYEES' PROFIT SHARING AND INVESTMENT PLAN COMBINING STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS AS OF DECEMBER 31, 1998
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 -------------------------------------- ----------- -------------- ------------ ---------------- --------------- 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 =========== ========== =========== =========== ========== SMALL CAPITAL CAPITALIZATION INTERNATIONAL FUND INDEX FUND GROWTH FUND ESOP ASSETS FUND E FUND F FUND G FUND -------------------------------------- ---------- -------------- ------------- ---------- 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 ========== ========== ========== ==========
The accompanying notes are an integral part of these statements. 13 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
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 ----------- -------------- ------------ ---------------- --------------- ---------- 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 =========== =========== =========== =========== ========== ========== SMALL INTERNATIONAL CAPITALIZATION GROWTH INDEX FUND FUND ESOP FUND F FUND G FUND -------------- ------------- ---------- 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 ========== ========== ==========
The accompanying notes are an integral part of these statements. 14 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:
CONTRACT/ NUMBER OF MARKET SHARES/UNITS COST VALUE ------------ ----------- ----------- 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 =========== =========== ===========
------------------------ * Party in interest 15 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)
PURCHASES ---------------------------------- NUMBER OF CONTRACT/ TRANSACTIONS SHARES COST MARKET VALUE ------------ -------- -------- ------------ 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
SALES --------------------------------------------- NUMBER OF ORIGINAL GAIN TRANSACTIONS SHARES COST PROCEEDS (LOSS) ------------ -------- -------- -------- -------- 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
------------------------ * Party in interest 16 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 By: /s/ GLENN SCHAEFFER ------------------------------------ Glenn Schaeffer PRESIDENT, CHIEF FINANCIAL OFFICER AND June 23, 2000 TREASURER
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NO. DESCRIPTION --------------------- ----------- 23........ Consent of Arthur Andersen LLP
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