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 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 $ 34,000
Accounts receivable, net of allowance for
Doubtful accounts of $96,000 482,000
Inventory 180,000
Marketable securities 560,000
Other current assets 104,000
------------
Total current assets 1,360,000
Property and equipment, net 143,000
Lease deposit 150,000
Land held for development 3,700,000
Investment, at cost 2,000,000
Acquisition advances 2,250,000
Other 381,000
------------
Total assets $ 9,984,000
============
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable $ 1,814,000
Due Lessor 4,699,000
Accrued liabilities 755,000
Current portion of notes payable 500,000
------------
Total current liabilities 7,768,000
Notes payable, net of current portion 3,400,000
Due to NuOasis 118,000
------------
Total liabilities 11,286,000
------------
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 (31,206,000)
Accumulated other comprehensive loss (2,993,000)
Notes receivable from Resorts (6,000,000)
------------
Total stockholders' deficit (1,302,000)
------------
Total liabilities and stockholders' deficit $ 9,984,000
============
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 $ 1,101,000 $ 1,476,000 $ 2,800,000 $ 3,484,000
Cost of revenues 1,202,000 1,309,000 2,722,000 3,037,000
----------- ----------- ----------- -----------
Gross profit (101,000) 167,000 78,000 447,000
----------- ----------- ----------- -----------
Selling, general and
administrative expenses 206,000 185,000 1,062,000 414,000
Impairment of long-lived assets 150,000 - 1,890,000 -
----------- ----------- ----------- -----------
Income (loss) from operations (457,000) (18,000) (2,874,000) 33,000
Interest and other 91,000 96,000 179,000 192,000
----------- ----------- ----------- -----------
Net Loss (548,000) (114,000) (3,053,000) (159,000)
----------- ----------- ----------- -----------
Other comprehensive income (loss):
Unrealized loss on marketable
securities (2,415,000) 131,000 (3,277,000) -
Foreign currency translation
adjustment (224,000) (100,000) 65,000 -
----------- ----------- ----------- -----------
Comprehensive loss $(3,187,000) $ (83,000) $(6,265,000) $ (159,000)
=========== =========== =========== ===========
Basic and diluted net loss per
common share $ (.18) $ (.01) $ (.39) $ (.03)
=========== =========== =========== ===========
Weighted average common shares
included in basic and fully
diluted shares outstanding 17,772,762 7,336,450 16,033,545 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 $(3,053,000) $ (159,000)
Adjustments to reconcile net loss to
net cash provided (used) by
operating activities:
Depreciation and amortization 6,000 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 3,000 (339,000)
Inventory 15,000 (3,000)
Other assets (221,000)
Accounts payable (6,000) (349,000)
Accrued expenses 134,000 (166,000)
Due Lessor 659,000 1,000,000
----------- ----------
Net cash provided by operating
activities (217,000) (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 65,000 -
----------- ----------
Net increase (decrease) in cash (666,000) (11,000)
----------- ----------
Cash and cash equivalents,
beginning of period 700,000 52,000
----------- ----------
Cash and cash equivalents,
end of period $ 34,000 $ 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
OASIS RESORTS INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 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 December 31, 2000,
the Company has a working capital deficit of $6.4 million. The Company has
certain marketable securities which have declined in value, substantially
increasing the working capital deficit in excess of $9.9 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
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 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.
6
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 $2.8 million which were
approximately $684,000 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
$648,000 primarily due to costs associated with both the on-going arbitration
with STTG and bringing the financial reporting current, as well as certain
increases in labor and management costs. 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 31, 1999
---------------------------------------------------------------------------
Revenues for the second quarter of fiscal 2001 were $1,101,000 which was
$375,000 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 $21,000 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 $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.
7
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 $34,000 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.
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:
None
(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.
Dated: July 3, 2001 By: /s/ Leonard J. Roman
------------------------------
Leonard J. Roman
Principal Accounting Officer
and Director
10