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 March 31, 2001 Commission File No. 0-9476
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OASIS RESORTS INTERNATIONAL INC.
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(Exact name of registrant as specified in its charter)
Nevada 48-0680109
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(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification Number)
3753 Howard Hughes Parkway, Suite 200, Las Vegas, Nevada 89103
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(Address of principal executive offices) (Zip Code)
(702) 892-3742
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(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
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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; 297,277 shares as of May 15, 2001
OASIS RESORTS INTERNATIONAL INC.
INDEX
Page
PART I
Item 1. Financial Statements
Consolidated Balance Sheet as of March 31, 2001 (unaudited).......... 2
Consolidated Statements of Operations
for the Three and Nine Months Ended March 31, 2001
and 2000 (unaudited)............................................... 3
Consolidated Statements of Cash Flows for the Nine Months
Ended March 31, 2001 and 2000 (unaudited).......................... 4
Notes to Consolidated Financial Statements .......................... 5
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations............................................9
PART II
Item 1. Legal Proceedings.....................................................11
Item 2. Changes In Securities.................................................11
Item 3. Defaults Upon Senior Securities.......................................11
Item 4. Submission Of Matters To A Vote Of Security Holders...................11
Item 5. Other Information.....................................................11
Item 6. Exhibits And Reports On Form 8-K......................................11
Signatures............................................................12
OASIS RESORTS INTERNATIONAL, INC.
Consolidated Balance Sheet
March 31, 2001
(Unaudited)
ASSETS
Cash and cash equivalents $ 39,000
Accounts receivable, net of allowance for
doubtful accounts of $98,000 345,000
Inventory 163,000
Marketable securities 86,000
Other current assets 99,000
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Total current assets 732,000
Property and equipment, net 136,000
Lease deposit 20,000
Land held for development 3,700,000
Investment, at cost 2,000,000
Acquisition advances 2,250,000
Other 364,000
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Total assets $ 9,202,000
============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Accounts payable $ 1,598,000
Due Lessor 4,791,000
Accrued liabilities 810,000
Due to directors 109,000
Current portion of notes payable 500,000
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Total current liabilities 7,808,000
Notes payable, net of current portion 3,400,000
Due to NuOasis 291,000
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Total liabilities 11,499,000
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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, 297,277 shares issued and outstanding -
Additional paid-in capital 38,897,000
Accumulated deficit (32,025,000)
Accumulated other comprehensive loss (3,169,000)
Notes receivable from Resorts (6,000,000)
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Total stockholders' deficit (2,297,000)
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Total liabilities and stockholders' deficit $ 9,202,000
============
See accompanying notes to these condensed consolidated financial statements
2
OASIS RESORTS INTERNATIONAL INC.
Condensed Statements of Operations
For the Three and Nine Months Ended
March 31, 2001 and 2000 (Unaudited)
Three Months Ended Nine Months Ended,
March 31, March 31,
------------------------ ------------------------
2001 2000 2001 2000
----------- ----------- ----------- ----------
Revenues $ 951,000 $ 1,298,000 $ 3,784,000 $ 4,782,000
Cost of revenues 1,281,000 1,289,000 4,032,000 4,326,000
----------- ----------- ----------- -----------
Gross profit (330,000) 9,000 (248,000) 456,000
----------- ----------- ---------- -----------
Selling, general and
administrative expenses 212,000 209,000 1,281,000 623,000
Gain on sale of marketable
securities - (1,000) - (1,000)
Impairment of long-lived assets 130,000 - 2,020,000 -
----------- ----------- ----------- -----------
Income (loss) from operations (672,000) (199,000) (3,549,000) (166,000)
Interest expense and other 142,000 96,000 323,000 288,000
----------- ----------- ----------- -----------
Net Loss (814,000) (295,000) (3,872,000) (454,000)
----------- ----------- ----------- -----------
Other comprehensive income
(loss):
Unrealized loss on marketable
securities (473,000) 63,000 (3,971,000) 63,000
Foreign currency translation
adjustment 284,000 - 801,000 -
----------- ----------- ----------- -----------
Comprehensive loss $(1,003,000) $ (232,000) $(7,042,000) $ (391,000)
=========== =========== =========== ===========
Basic and diluted net loss
per common share $ (3.37) $ (1.20) $ (25.45) $ (3.18)
=========== =========== =========== ===========
Weighted average common shares
included in basic and fully
diluted shares outstanding 297,277 193,026 276,747 122,826
=========== =========== =========== ===========
See accompanying notes to these condensed consolidated financial statements
3
OASIS RESORTS INTERNATIONAL INC.
Condensed Consolidated
Statements of Cash Flows
for the Nine Months Ended
March 31, 2001 and 2000 (Unaudited)
Nine Months
Ended March 31,
2001 2000
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(3,872,000) $ (454,000)
Adjustments to reconcile net loss to net cash
provided (used) by operating activities:
Depreciation and amortization 4,000 7,000
Common stock issued for services rendered 356,000 35,000
Gain on sale of marketable securities - (1,000)
Impairment of lease deposit 2,020,000 -
Increases (decreases) in changes in assets
and liabilities:
Accounts receivable 140,000 (739,000)
Inventory 31,000 (3,000)
Other assets (188,000) -
Accounts payable (221,000) (337,000)
Accrued expenses 188,000 (29,000)
Due to directors 109,000 -
Due Lessor 751,000 1,500,000
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Net cash provided by operating activities (682,000) (21,000)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Advances (repayments) from NuOasis (341,000) -
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Net cash used by financing activities (341,000) -
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Foreign currency effect on cash 362,000 -
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Net increase (decrease) in cash (661,000) (21,000)
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Cash and cash equivalents, beginning of period 700,000 52,000
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Cash and cash equivalents, end of period $ 39,000 $ 31,000
=========== ==========
See accompanying notes to these condensed consolidated financial statements
4
OASIS RESORTS INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2001 (Unaudited)
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"
acquired certain assets and operations in Tunisia, North Africa on November 19,
1998, in a reverse acquisition. 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.
Due to the Company's deteriorated financial condition, significant
uncertainties exist regarding the Company's ability to continue operating its
Tunisian operations. See Note 2 for further information.
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 of the Company is prepared to negotiate a settlement with
the Tunisian government to satisfy certain taxes and assessments. Management is
currently in the process of securing financing to satisfy the settlement, as
well as provide working capital for the casino operations. Management is
currently seeking $2 million to complete the acquisition of CHL. Management will
evaluate the carrying value its investment in CHL further during the three
months ended June 30, 2001, since they believe more important information will
be know imminently.
In April 2000, CHL closed the operations of Cleopatra Hammamet Casino due to
financial difficulties. ___ The financial results of CHL are not included in
these financial statements since the acquisition has not been completed. There
are no assurances that the acquisition will close. In the event management
determines the value of the consideration not recovered, they will charge
operations of up to $2,250,000.
Note 2 - Going Concern Considerations
The Company has recurring losses from operations, and at March 31, 2001, the
Company has a working capital deficit of $7.3 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
5
OASIS RESORTS INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2001 (Unaudited)
successful. There are no assurances that the acquisition of the Cap
Gammarth Complex will be completed.
2. Regarding the acquisition of CHL, management of the Company is prepared
to negotiate a settlement with the Tunisian government to satisfy certain
taxes and assessments. Management is currently in the process of securing
financing to satisfy the settlement, as well as provide working capital for
the casino operations. Management is currently seeking $2 million to
complete the acquisition of CHL. There are no assurances that the
acquisition of CHL will be completed.
3. Should the acquisition of the Cap Gammarth Complex and CHL 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.
4. 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. If management is unsuccessful in obtaining the necessary
financing to acquire the Cap Gammarth Complex, they will abort their interest in
the Le Palace Hotel. Additionally, management may abort its investment CHL.
Note 3 - Unaudited Interim Financial Statements
The interim financial data as of March 31, 2001, and for the nine months ended
March 31, 2001 and 2000, 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
March 31, 2001, and the results of its operations and cash flows for the nine
months ended March 31, 2001 and 2000.
Note 4 - 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 March 31, 2001, these shares were included in marketable
securities at a value of approximately $66,000. The difference between the value
of the shares at March 31, 2001 and the cost of the shares of
6
OASIS RESORTS INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2001 (Unaudited)
approximately $3.7 million has been reflected as a component of stockholders'
equity and other comprehensive loss. The Company is currently evaluating the
long-term potential of VGAM and may elect to permanently impair this assets in
the 4th quarter of fiscal 2001.
Note 5 - 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 March 31, 2001, the value of the Company's common stock held by CWI for the
lease deposit on the Le Palace Hotel declined to $20,000 after adjusting for the
60 for 1 reverse split. Based on this impairment, the Company recorded
$2,020,000 as a charge to operations in the first three quarters of fiscal 2001.
Based on the value of such shares of common stock, the Company may be required
to deposit additional collateral.
Note 6 - Stockholders' Equity
Shares Issued For Services
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.
Reverse Stock Split
In February 2001, the Company effected a 60 for 1 reverse stock split to reduce
the number of common stock shares issued and outstanding. As a result, all
historical per share references were adjusted to give retroactive affect to the
stock split.
Note 7 - Prior Quarters
The Company is required to have its quarterly condensed, consolidated financial
statements for reviewed by its independent accountants prior to filing. As of
the date the reports for the quarters ended December 31, 2000 and September 30,
2000 were filed , our independent accountants were unable to complete their
review of the financial statements because certain information from Cleopatra
World, Inc. relating to the operations in Tunisia had not been received.
The Company has now obtained the financial information necessary for its
independent accountants to complete the required reviews of the financial
statements. The following table presents the condensed statement of operations
as previously reported and as adjusted based upon the financial information
received.
7
OASIS RESORTS INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2001 (Unaudited)
Three Months Ended Three Months Ended,
December 31, 2000 September 30, 2000
---------------------- ----------------------
Adjusted As Reported Adjusted As Reported
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Revenues $ 1,134,000 $ 949,000 $ 1,699,000 $ 1,963,000
Cost of revenues 1,232,000 1,158,000 1,520,000 1,528,000
----------- ----------- ----------- -----------
Gross profit (97,000) (209,000) 179,000 435,000
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Selling, general and
administrative expenses 214,000 324,000 856,000 692,000
Impairment of long-lived
assets 150,000 150,000 1,740,000 1,740,000
-------- ----------- ----------- -----------
Income (loss) from operations (461,000) (683,000) 2,417,000) (1,997,000)
Interest expense and other 84,000 84,000 96,000 96,000
----------- ----------- ----------- -----------
Net Loss $ (545,000) $ (767,000) $ 2,513,000) $(2,093,000)
----------- ----------- ----------- -----------
The Company is in the process of preparing amendments to the previously filed
reports on Form 10-QSB for the quarters ended December 31, 2000 and September
30, 2000. These amendments will be filed shortly.
8
OASIS RESORTS INTERNATIONAL
March 31, 2001 (unaudited)
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Results of Operations
Nine Months Ended March 31, 2001 Compared to Nine Months Ended March 31, 2000
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Revenues for the three quarters of fiscal 2001 were $3.8 million which were
approximately $1.o million 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) two new 5 star
hotels 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 $4.0 million in the current nine months compared to
$4.3 million in the fiscal 2000 period. This decrease 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 $658,000
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 $2,020,000 in the current period
based on the decline in value of the Oasis stock on deposit.
Quarter Ended March 31, 2001 Compared to Quarter Ended March 31, 2000
---------------------------------------------------------------------
Revenues for the third quarter of fiscal 2001 were $961,000 which was $337,000
below the revenues of the fiscal 2000 third 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) two new 5
star hotels 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 $1.3 million both the current quarter and the
comparable fiscal 2000 quarter. Due to the decline in the Tunisian Dinar, the
cost of revenues actually increased due to added maintenance costs at the hotel.
Only minimal expenditures are being made to operate the hotel. Selling, general
and administrative costs increased $506,000 due to arbitration related expenses,
other costs associated with the Company's efforts to improve the Tunisian
situation 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
$130,000 in the fiscal third quarter, in addition to the $1,890,000 recorded in
the first two quarters based on the decline in value of the Oasis stock on
deposit.
9
OASIS RESORTS INTERNATIONAL
March 31, 2001 (unaudited)
Liquidity and Capital Resources
The Company's working capital resources during the period ended March 31,
2001 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 to meet the obligations of the Le Palace Hotel,
acquire the Cap Gammarth Complex, and to satisfy certain obligations and provide
working capital for the Hammamet Casino. 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
Note 2 to the Financial Statements for further discussion.
The Company had a cash balance of approximately $39,000 at March 31, 2001.
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.
10
OASIS RESORTS INTERNATIONAL
March 31, 2001 (unaudited)
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:
None
(b) Reports on Form 8-K:
None
11
OASIS RESORTS INTERNATIONAL
March 31, 2001 (unaudited)
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: May 25, 2001 By: /s/ Leonard J. Roman
-------------------------
Leonard J. Roman
Principal Accounting Officer
and Director