SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-QSB
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For Quarter Ended December 31, 2000 Commission File No. 0-9476
OASIS RESORTS INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
Nevada 48-0680109
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
3753 Howard Hughes Parkway, Suite 200, Las Vegas, Nevada 89103
(Address of principal executive offices) (Zip Code)
(702) 892-3742
(Registrant's telephone number, including area code)
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 shorter period that the Company was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes
of capital stock, as of the latest practicable date.
Common Stock $.001 par; 17,772,762 shares as of February 15, 2001
OASIS RESORTS INTERNATIONAL INC.
INDEX
Page
PART I
Item 1. Financial Statements
Consolidated Balance Sheet
as of December 31, 2000 (unaudited)......................... 2
Consolidated Statements of Operations
for the Three and Six Months Ended
December 31, 2000 and 1999 (unaudited)...................... 3
Consolidated Statements of Cash Flows
for the Six Months Ended
December 31, 2000 and 1999 (unaudited)...................... 4
Notes to Consolidated Financial Statements ................... 5
Item 2. Management's Discussion and Analysis of
Financial Condition and Results
of Operations.................................................. 6
PART II
Item 1. Legal Proceedings.............................................. 8
Item 2. Changes In Securities.......................................... 8
Item 3. Defaults Upon Senior Securities................................ 8
Item 4. Submission Of Matters To A Vote Of Security Holders............ 8
Item 5. Other Information.............................................. 8
Item 6. Exhibits And Reports On Form 8-K............................... 8
Signatures..................................................... 9
1
OASIS RESORTS INTERNATIONAL, INC.
Consolidated Balance Sheet
December 31, 2000
(Unaudited)
ASSETS
Cash and cash equivalents $ 53,000
Accounts receivable, net of allowance for
Doubtful accounts of $98,000 824,000
Inventory 146,000
Marketable securities 560,000
Other current assets 153,000
Total current assets 1,736,000
Property and equipment, net 134,000
Lease deposit 150,000
Land held for development 3,700,000
Investment, at cost 2,000,000
Acquisition advances 2,250,000
Other 110,000
Total assets $ 10,080,000
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable $ 1,627,000
Due Lessor 4,693,000
Accrued liabilities 828,000
Current portion of notes payable 500,000
Total current liabilities 7,648,000
Notes payable, net of current portion 3,400,000
Due to NuOasis 118,000
Total liabilities 11,166,000
Commitments and contingencies
Stockholders' deficit:
Preferred stock, par value $0.001; 25,000,000 shares
authorized, no shares issued and outstanding -
Common stock, par value $0.001; 75,000,000 shares
authorized, 17,772,762 shares issued and outstanding 18,000
Additional paid-in capital 38,879,000
Accumulated deficit (31,012,000)
Accumulated other comprehensive loss (2,971,000)
Notes receivable from Resorts (6,000,000)
Total stockholder' deficit (1,086,000)
Total liabilities and stockholders' deficit $ 10,080,000
See accompanying notes to these condensed consolidated financial statements
2
OASIS RESORTS INTERNATIONAL INC.
Condensed Statements of Operations
For the Three and Six Months Ended
December 31, 2000 and 1999 (Unaudited)
Three Months Ended Six Months Ended,
December 31, December 31,
2000 1999 2000 1999
Revenues $ 949,000 $ 1,476,000 $ 2,912,000 $ 3,484,000
Cost of revenues 1,158,000 1,309,000 2,686,000 3,037,000
Gross profit (209,000) 167,000 226,000 447,000
Selling, general and
administrative expenses 324,000 185,000 1,016,000 414,000
Impairment of long-lived assets 150,000 - 1,890,000 -
Income (loss) from operations (683,000) (18,000) (2,680,000) 33,000
Interest and other 84,000 96,000 180,000 192,000
Net Loss (767,000) (114,000) (2,860,000) (159,000)
Other comprehensive income (loss):
Unrealized loss on
marketable securities (2,415,000) 131,000 (3,277,000) -
Foreign currency translation
adjustment (193,000) (100,000) 87,000 -
Comprehensive loss $(3,375,000) $ (83,000) $(6,050,000) $ (159,000)
Basic and diluted net loss
per common share $ (.04) $ (.02) $ (.18) $ (.03)
Weighted average common shares
included in basic and fully
diluted shares outstanding 17,772,762 7,336,450 16,052,247 5,263,577
See accompanying notes to these condensed consolidated financial statements
3
OASIS RESORTS INTERNATIONAL INC.
Condensed Consolidated
Statements of Cash Flows
for the Six Months Ended
December 31, 2000 and 1999 (Unaudited)
Six Months
Ended December 31,
2000 1999
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(2,860,000) $ (159,000)
Adjustments to reconcile net loss to net cash
provided (used) by operating activities:
Depreciation and amortization 15,000 5,000
Common stock issued for services rendered 356,000 -
Impairment of lease deposit 1,890,000 -
Increases (decreases) in changes in
assets and liabilities:
Accounts receivable (339,000) (339,000)
Inventory 49,000 (3,000)
Other assets - -
Accounts payable (192,000) (349,000)
Accrued expenses 206,000 (166,000)
Due Lessor 654,000 1,000,000
Net cash provided by operating activities (219,000) (11,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Advances (repayments) from NuOasis (514,000) -
Net cash used by financing activities (514,000) -
Foreign currency effect on cash 87,000 -
Net increase (decrease) in cash (646,000) (11,000)
Cash and cash equivalents, beginning of period 699,000 52,000
Cash and cash equivalents, end of period $ 53,000 $ 41,000
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION
Cash paid during the period for:
Interest $ - $ -
See accompanying notes to these condensed consolidated financial statements
4
Note 1 - Organization and History
Oasis Resorts International, Inc. (formerly Flexweight Corporation, a Kansas
Corporation) was originally incorporated under the name Flexweight Drill Pipe
Company in 1958. Oasis Resorts International Inc., herein referred to as "Oasis"
and its subsidiaries (collectively the "Company"), develop and operate resort
hotel and gaming operations, primarily in Tunisia, North Africa, and held
undeveloped land in Oasis, Nevada.
On October 19, 1998, the Company reincorporated in Nevada and changed its name
from Flexweight Corporation to Oasis Resorts International, Inc. to better
reflect its new corporate direction. The Company then entered into an exchange
agreement with NuOasis International, Inc. ("NuOasis"), a wholly-owned
subsidiary of NuOasis Resorts, Inc. ("Resorts") to acquire NuOasis' 75% interest
in Cleopatra Palace Resorts and Casinos Ltd. ("CPRC"). CPRC had previously
acquired all of the equity interest owned by NuOasis in Cleopatra Cap Gammarth,
Limited ("CCGL") which operates the casino Cleopatra Cap Gammarth, a right to
reacquire an interest in Cleopatra Hammamet Limited, which operates the casino
Cleopatra Hammamet Casino, and Cleopatra's World, Inc. ("CWI") which operates
the Le Palace Hotel & Resort at Cap Gammarth. All of the properties are located
in Tunisia. Cleopatra Palace Ltd. ("CPL") is a predecessor company to CPRC, an
entity controlled by NuOasis, which previously held the interests in the
Cleopatra Hammamet Casino and the Cleopatra Cap Gammarth Casino.
In connection with the acquisition of CPRC, the Company issued 1,363,450 shares
of common stock, common stock purchase warrants representing the right to
acquire 7,200,000 shares at $30.00 per share, and issued promissory notes with
an aggregate face value of $180 million to NuOasis in exchange for certain
assets in NuOasis. At the time of the transaction, Oasis had no ability to repay
the notes, and therefore, the notes had an estimated fair value substantially
less than the face value at the date of issuance. Based on the enterprise value
of Oasis at the date of the reverse acquisition of approximately $16.6 million,
the Company valued the debt at $7 million. On November 15, 1999, management of
Oasis agreed to extinguish this debt and cancel the 7,200,000 warrants for the
issuance of 8,111,240 shares of common stock, such that the NuOasis shareholders
then controled approximately 86% of the Company's issued and outstanding common
stock.
On April 1, 2000, the Company entered into an agreement to acquire 60% of the
voting capital stock of Cleopatra Hammamet Limited ("CHL") from an unrelated
party for 750,000 shares of its common stock valued at $2,250,000. The common
shares of the Company were delivered to the unrelated party; however, due to
certain regulatory and tax considerations, the transaction has not been
completed. Management is unsure at the present time whether the transaction will
be closed. In connection with the agreement, the seller was required to provide
$600,000 of working capital to CHL, of which $300,000 was paid by the seller.
NuOasis loaned the remaining $300,000 to CHL and will be repaid by the seller
either in cash or by a portion of the Company's common stock issued to the
seller. The financial results of CHL are not included in these financial
statements.
Note 2 - Basis of Presentation and Principles of Accounting
Basis of Presentation
This acquisition of NuOasis interests by the Company on October 19, 1998 is
accounted for as a reverse acquisition, whereby NuOasis is the acquirer, since
the operations of NuOasis are more significant than Oasis and NuOasis acquired a
controlling interest in the Company on November 15, 1999. Accordingly, the
accompanying consolidated financial statements include the historical assets and
liabilities, and the historical operations of NuOasis interests acquired for all
periods presented.
The assets of Oasis are deemed to have been acquired in the reverse acquisition.
Accordingly, the assets and liabilities are recorded at fair value at the date
of acquisition.
5
Going Concern Considerations
The Company has recurring losses from operations, and at December 31, 2000, the
Company has a working capital deficit of $5.9 million. The Company has certain
marketable securities which have declined in value, substantially increasing the
working capital deficit in excess of $9.0 million. The Company requires
approximately $6 million of immediate working capital to service certain
past-due trade creditors of the Le Palace Hotel & Resort and it will require
additional capital to meet obligations as they become due during the next 12
months. These factors raise substantial doubt about the Company's ability to
continue as a going concern. Management's plans with respect to these matters
are as follows:
1. Acquire the Le Palace Hotel and the adjacent complex in Cap Gammarth
(collectively the "Cap Gammarth Complex"), which excludes the Cap Gammarth
Casino. By acquiring the property, management expects to eliminate
approximately $4.7 million dollars of accrued rental payments to Societe
Touristique Tunisie-Golfe ("STTG" or "Lessor") for operation of the Le
Palace Hotel. Management has tendered an offer to acquire the Cap Gammarth
Complex for approximately $18.0 million. The Company has obtained a
financing commitment that it believes is adequate to fund the acquisition of
and complete the development of this real property, as well as pursue the
acquisition of similar properties. Management has been informed that STTG
has tentatively accepted the Company's offer to purchase the Cap Gammarth
Complex but to date, has not received a formal acceptance. The Le Palace
Hotel currently is generating positive cash flow before the accrual of rent.
Management believes that the cash flow from operations will be sufficient to
service the current operating liabilities if the acquisition is successful.
There are no assurances that the acquisition of the cap Gammarth Complex
will be completed.
2. Should the acquisition of the Cap Gammarth Complex not be completed,
management intends to continue to seek a legal reprieve based upon the fact
that the parties have been unable to negotiate a long term solution. The
Lessor is currently seeking an injunction to remove CWI from the Le Palace
Hotel. In the event management is unsuccessful in its arbitration or legal
actions, or fails to pay the past-due rent payments, the Company will in all
likelihood lose its rights to operate the Le Palace Hotel.
3. Finally, management intends to pursue collection of its judgment against
Societe D'Animation et de Loisirs Touristique, a Tunisian corporation
("SALT"). Management is currently attempting to seek collection by
perfecting its claim in the Tunisian courts. Management believes that it
will successfully perfect its judgement, which is expected to result in the
Company foreclosing on the interest of SALT and the individual defendants'
equity ownership of SALT.
There are no assurances that such financing will be consummated on terms
favorable to the Company, if at all, nor that the Company will be successful in
collecting on its judgment against SALT. No adjustments have been made to the
accompanying consolidated financial statements as a result of these
uncertainties.
Consolidation
The accompanying consolidated financial statements include the accounts of the
Company and its controlled subsidiaries. All inter-company accounts have been
eliminated in consolidation. The accompanying consolidated balance sheet
excludes a minority interest for its 75% interest in CPRC, 80% interest in CWI,
and its 90% interest in CCGL since the entities have shareholder deficiencies.
6
Unaudited Interim Financial Statements
The interim financial data as of December 31, 2000, and for the six months ended
December 31, 2000 and 1999, is unaudited; however, in the opinion of management,
the interim data includes all adjustments, consisting only of normal recurring
adjustments, necessary to present fairly the Company's financial position as of
December 30, 2000, and the results of its operations and cash flows for the six
months ended December 30, 2000 and 1999.
The Company is required to have its quarterly condensed, consolidated financial
statements for the six months ended December 31, 2000, reviewed by its
independent accountants prior to filing. As of the date of this report, our
independent accountants were unable to complete their review of these financial
statements because certain information from Cleopatra World, Inc. relating to
the operations in Tunisia had not been received. Management received certain
information regarding the Tunisian operations which information was used to
prepare the financial statements for the six months ended December 31, 2000.
While management is of the opinion the financial statements fairly state the
results for the period, the actual results may differ materially from those
estimates. We will file an amendment to this Form 10-QSB, if necessary, when we
are able to provide our independent accountants the supplemental information
required to complete their review of the Tunisian portion of these financial
statements.
Note 3 - Marketable Securities
On December 29, 1999, the Company entered into an agreement with an unrelated
entity to acquire common stock of Virtual Gaming Technology, Inc. ("VGAM") in
exchange for common stock of the Company, the number of shares of which were to
be determined at a later date. On August 31, 2000, the Company's board of
directors approved the exchange whereby the Company would issue 4,802,032 shares
of its newly issued common stock for 1,200,508 shares of VGAM. The transaction
closed on August 31, 2000. The Company valued the securities at approximately
$3,803,000 based on the closing price of the Company's common stock on August
31, 2000, net of a discount of 20%, for blockage, since the shares of VGAM are
thinly traded. At December 31, 2000, these shares were included in marketable
securities at a value of approximately $306,000. The difference between the
value of the shares at December 31, 2000 and the cost of the shares of
approximately $3.2 million has been reflected as a component of stockholders'
equity and other comprehensive loss.
Note 4 - Lease Deposit
The Company is required to maintain a lease deposit totaling $3 million for the
benefit of the Lessor of the Le Palace Hotel. In fiscal 1998, the Company
pledged 200,000 shares of its common stock as collateral for the required lease
deposit. In February 2000, the Company issued 550,000 shares of its common stock
valued at $2,000,000 to provide additional security under the lease agreement.
At December 31, 2000, the value of the Company's common stock held by CWI for
the lease deposit on the Le Palace Hotel declined to $150,000. Based on this
impairment, the Company recorded $1,890,000 as a charge to operations in the
first half of fiscal 2001. Based on the value of such shares of common stock,
the Company may be required to deposit additional collateral.
Note 5 - Stockholders' Equity
On August 31, 2000, the Company issued 359,515 shares of common stock to
directors and consultants valued at $355,920. The Company's management intends
to register these shares under the 1933 Securities Act.
7
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Presentation
The historical financial information presented has been adjusted to give
effect to the reverse merger as described in Note 1 to the financial statements.
Results of Operations -
Six Months Ended December 31, 2000 Compared to Six Months
Ended December 31, 1999
Revenues for the first half of fiscal 2001 were $2.9 million which were
approximately $572,000 below the revenues of the fiscal 2000 period. The
revenues were entirely due to the operations of the Le Palace Hotel Tunisia. The
decline in revenues is due to 3 factors: 1) the Tunisian Dinar declined
approximately 22% between the period, 2) the timing of a religious holiday
effected fiscal 2001 occupancy more than fiscal 2000 and 3) another 5 star hotel
recently opened in the area attracting business travelers. Typically, during the
winter months, the company's fiscal second quarter and third quarter, hotel
occupancy is limited to primarily business travelers. To date, the hotel has not
been able to realize its potential due the failure of the developer to complete
certain amenities at the hotel, the Cap Gammarth Casino and the surrounding
properties associated with the complex.
Total cost of revenues were $2.7 million in the current six months compared
to $3.0 million in the fiscal 2000 period. This decline in costs is related to
the lower revenues during the period. Only minimal expenditures are being made
to operate the hotel. Selling, general and administrative costs increased
$602,000 primarily due to costs associated with both the on-going arbitration
with STTG and bringing the financial reporting current. The Company also
recorded an impairment of the value of the lease deposit of $1,890,000 in the
current period based on the decline in value of the Oasis stock on deposit.
Quarter Ended December 31, 2000 Compared to Quarter Ended December 30, 1999
Revenues for the second quarter of fiscal 2001 were $949,000 which was
$527,000 below the revenues of the fiscal 2000 second quarter. The revenues were
entirely due to the operations of the Le Palace Hotel Tunisia. The decline in
revenues is due to 3 factors: 1) the Tunisian Dinar declined approximately 22%
between the fiscal 2001 quarter and the fiscal 2000 quarter, 2) the timing of a
religious holiday effected fiscal 2001 occupancy more than fiscal 2000 and 3)
another 5 star hotel recently opened in the area attracting business travelers.
Typically, during the winter months, the company's fiscal second quarter and
third quarter, hotel occupancy is limited to primarily business travelers. after
currency translation, although revenue in Tunisian dinar was higher in the first
quarter of fiscal 2001 vs. fiscal 2000. The revenues were entirely due to the
operations of the Le Palace Hotel Tunisia. To date, the hotel has not been able
to realize its potential due the failure of the developer to complete certain
amenities at the hotel, the Cap Gammarth Casino and the surrounding properties
associated with the complex.
Total cost of revenues were $1.2 million in the current quarter compared to
$1.3 million in the fiscal 2000 second quarter. Only minimal expenditures are
being made to operate the hotel. Selling, general and administrative costs
increased $129,000 due to arbitration related expenses and the cost of bringing
the financial reporting current. The Company also recorded an additional
impairment of the value of the lease deposit of of $150,000 in the fiscal second
quarter, in addition to the $1,740,000 recorded in the first quarter based on
the decline in value of the Oasis stock on deposit.
8
Liquidity and Capital Resources
The Company's working capital resources during the period ended December
31, 2000 were provided by utilizing the cash on hand at June 30, 2000 and from
the operations of the Le Palace Hotel & Casino. The LePalace Hotel has been
generating positive cash flow as it has not been paying rent to the lessor. The
Company has experienced recurring net losses, has limited liquid resources, and
negative working capital. Management's intent is to continue searching for
additional sources of capital and new casino gaming and hotel management
opportunities. In the interim, the Company intends to continue operating with
minimal overhead and key administrative functions being provided by consultants.
It is estimated, based upon its historical operating expenses and current
obligations, that the Company may need to utilize its common stock for future
financial support to finance its needs during fiscal 2001. Accordingly, the
accompanying consolidated financial statements have been presented under the
assumption the Company will continue as a going concern. See Notes to Financial
Statements for further discussion.
The Company had a cash balance of approximately $53,000 at December 31,
2000.
The Company has no commitments for capital expenditures or additional
equity or debt financing and no assurances can be made that its working capital
needs can be met. Management has tendered an offer to acquire the Cap Gammarth
Complex for approximately $18.0 million. The Company has obtained a financing
commitment that it believes is adequate to fund the acquisition of and complete
the development of this real property, as well as pursue the acquisition of
similar properties. Management has been informed that STTG has tentatively
accepted the Company's offer to purchase the Cap Gammarth Complex but to date,
has not received a formal acceptance.
9
PART II: OTHER INFORMATION
Item 1. Legal Proceedings
The Company knows of no significant changes in the status of the pending
litigation or claims against the Company as described in Form 10-KSB for the
Company's fiscal year ended June 30, 2000.
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits And Reports On Form 8-K
(a) Exhibits:
Exhibit Number Description of Exhibit
27 Financial Data Schedule
(b) Reports on Form 8-K:
None
10
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
OASIS RESORTS INTERNATIONAL INC.
Dated: February 20, 2000 By: /s/ Leonard J. Roman
Leonard J. Roman
Principal Accounting Officer and Director
11