SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-QSB/A
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For Quarter Ended September 30, 2000 Commission File No. 0-9476
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 (I.R.S. Employer Identification Number)
incorporation or organization)
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 No X
---- ----
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 November 14, 2000
OASIS RESORTS INTERNATIONAL INC.
INDEX
Page
PART I
Item 1. Financial Statements
Consolidated Balance Sheet as of September 30, 2000 (unaudited)..... 2
Consolidated Statements of Operations and Comprehensive Loss for
the Three Months Ended September 30, 2000 and 1999 (unaudited)... 3
Consolidated Statements of Cash Flows for the Three Months
Ended September 30, 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........................................ 8
PART II
Item 1. Legal Proceedings................................................... 9
Item 2. Changes In Securities............................................... 9
Item 3. Defaults Upon Senior Securities..................................... 9
Item 4. Submission Of Matters To A Vote of Security Holders................. 9
Item 5. Other Information................................................... 9
Item 6. Exhibits And Reports On Form 8-K.................................... 9
Signatures.......................................................... 10
1
OASIS RESORTS INTERNATIONAL, INC.
Consolidated Balance Sheet
September 30, 2000
(Unaudited)
ASSETS
Cash and cash equivalents $ 480,000
Accounts receivable, net of allowance
for doubtful accounts of $92,000 709,000
Inventory 164,000
Marketable securities 2,975,000
Other current assets 71,000
-----------
Total current assets 4,399,000
Property and equipment, net 137,000
Lease deposit 300,000
Land held for development 3,700,000
Investment, at cost 2,000,000
Acquisition advances 2,250,000
Other 356,000
-----------
Total assets $13,142,000
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable $ 2,101,000
Due Lessor 4,152,000
Accrued liabilities 627,000
Current portion of notes payable 500,000
-----------
Total current liabilities 7,380,000
Notes payable, net of current portion 3,400,000
Due to NuOasis 477,000
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Total liabilities 11,257,000
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Commitments and contingencies
Stockholders' equity:
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 (30,658,000)
Accumulated other comprehensive loss (354,000)
Notes receivable from Resorts (6,000,000)
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Total stockholders' equity 1,885,000
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Total liabilities and stockholders' equity $13,142,000
===========
See accompanying notes to these condensed consolidated financial statements
2
OASIS RESORTS INTERNATIONAL INC.
Condensed Consolidated Statements of Operations and Comprehensive Loss
For the Three Months Ended
September 30, 2000 and 1999 (Unaudited)
Three Months Ended
September 30,
2000 1999
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Revenues $ 1,699,000 $ 2,008,000
Cost of revenues 1,520,000 1,728,000
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Gross profit 179,000 280,000
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Selling, general and administrative expenses 856,000 235,000
Impairment of long-lived assets 1,740,000 523,000
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Loss from operations (2,417,000) (478,000)
Interest and other 89,000 90,000
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Net loss (2,506,000) (568,000)
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Other comprehensive income (loss):
Unrealized loss on marketable security (862,000) (131,000)
Foreign currency translation adjustment 290,000 100,000
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Comprehensive loss $(3,078,000) $ (599,000)
=========== ===========
Basic and diluted net loss per common
share $ (.22) $ (.19)
=========== ===========
Weighted average common shares
included in basic and fully diluted
shares outstanding 14,294,328 3,190,705
=========== ===========
See accompanying notes to these condensed consolidated financial statements
3
OASIS RESORTS INTERNATIONAL INC.
Condensed Consolidated
Statements of Cash Flows
for the Three Months Ended
September 30, 2000 and 1999 (Unaudited)
Three Months
Ended September 30,
2000 1999
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(2,506,000) $ (568,000)
Adjustments to reconcile net loss to net cash
provided (used) by operating activities:
Depreciation and amortization 4,000 2,000
Common stock issued for services rendered 356,000 -
Impairment of lease deposit 1,740,000 523,000
Increases (decreases) in changes in assets
and liabilities:
Accounts receivable (224,000) (167,000)
Inventory 31,000 (2,000)
Other assets (154,000) -
Accounts payable 281,000 (9,000)
Accrued expenses 6,000 (286,000)
Due Lessor 112,000 400,000
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Net cash (used) by operating activities (354,000) (107,000)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Payments to NuOasis (156,000) -
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Net cash used by financing activities (156,000) -
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Foreign currency effect on cash 290,000 100,000
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Net decrease in cash (220,000) (7,000)
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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 $ 480,000 $ 45,000
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SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION
Cash paid during the period for:
Interest $ - $ -
See accompanying notes to these condensed consolidated financial statements
4
OASIS RESORTS INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2000 (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.
Note 2 - Going Concern Considerations
The Company has recurring losses from operations, and at September 30, 2000, the
Company has a working capital deficit of $3.0 million. The Company has certain
marketable securities which have declined in value, substantially increasing the
working capital deficit in excess of $4.5 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. 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.
5
OASIS RESORTS INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
September 30, 2000 (Unaudited)
Note 2 - Going Concern Considerations (continued)
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 - 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 September 30, 2000, these shares were included in marketable
securities at a value of approximately $2,941,000. The difference between the
value of the shares at September 30, 2000 and the cost of the shares of
approximately $862,000 has been reflected as a component of stockholders' equity
and other comprehensive loss, since management believes such decline is
temporary. Subsequent to September 30, 2000, these shares have incurred a
further decline in value.
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 September 30, 2000, the value of the Company's common stock held by CWI for
the lease deposit on the Le Palace Hotel declined to $300,000. Based on this
impairment, the Company recorded $1,740,000 as a charge to operations in the
first quarter of fiscal 2001. Subsequent to September 30, 2000, the value of the
Company's common stock has continued to decline. Based on the value of such
shares of common stock, the Company may be required to deposit additional
collateral.
6
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, and the value of such shares were
charged to operations. 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 escribed in Note 1 to the financial statements.
Results of Operations -
Quarter Ended September 30, 2000 Compared to Quarter Ended September 30, 1999
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Revenues for the three months ended September 30, 2000 first quarter of
fiscal 2001 were $1.7 million compared to $2.0 million in the comparable period
in 1999. During the past year, the Tunisian Dinar experienced a decline in value
in relation to the U.S. Dollar by approximately 16%. 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 $1.5 million or 89% of revenues in the current
quarter compared to $1.7 million or 86% of revenues in the fiscal 2000 first
quarter. Our operating margins were impacted due to increases in costs due to a
weaker Tunisian Dinar and increased maintenance at the hotel. Selling, general
and administrative costs increased $621,000. Approximately $320,000 or 51% of
this increase was due to employment related costs solely in Tunisia, $90,000 or
15% was due to the costs of the arbitration and another $89,000 or 14% of the
increase incurred in accounting and legal costs to return the Company to a
current status of its financial reporting. The Company also recorded an
impairment of the value of the lease deposit of $1,740,000 in the current
quarter based on the decline in value of the Oasis stock on deposit.
Liquidity and Capital Resources
The Company's working capital resources during the period ended September
30, 2000 were provided by utilizing the cash on hand at June 30, 2000 and from
the operations of the Le Palace Hotel & Casino. 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 who are compensated in
the form of the Company's common stock. 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 $480,000 at September 30,
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. STTG has tentatively accepted the Company's offer to
purchase the Cap Gammarth Complex.
8
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
9
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.
(formerly, Flexweight Corporation)
Dated: July 3, 2000 By: /s/ Leonard J. Roman
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Leonard J. Roman
Principal Accounting Officer
and Director
10