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 September 30, 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 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
<PAGE>
OASIS RESORTS INTERNATIONAL INC.
INDEX
Page
PART I
Item 1. Financial Statements
Consolidated Balance Sheet as of September...................... 2
30, 2000 (unaudited)
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
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OASIS RESORTS INTERNATIONAL, INC.
Consolidated Balance Sheet
September 30, 2000
(Unaudited)
<TABLE>
<S> <C>
ASSETS
Cash and cash equivalents $ 492,000
Accounts receivable, net of allowance
for doubtful accounts of $98,000 987,000
Inventory 162,000
Marketable securities 2,975,000
Other current assets 147,000
Total current assets 4,763,000
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 106,000
Total assets $ 13,256,000
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable $ 1,742,000
Due Lessor 4,152,000
Accrued liabilities 698,000
Current portion of notes payable 639,000
Total current liabilities 7,231,000
Notes payable, net of current portion 3,260,000
Due to NuOasis 477,000
Total liabilities 10,968,000
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 (30,246,000)
Accumulated other comprehensive loss (363,000)
Notes receivable from Resorts (6,000,000)
Total stockholders' equity 2,288,000
Total liabilities and stockholders' equity $ 13,256,000
</TABLE>
See accompanying notes to these condensed consolidated financial statements
2
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OASIS RESORTS INTERNATIONAL INC.
Condensed Consolidated Statements of Operations and Comprehensive Loss
For the Three Months Ended
September 30, 2000 and 1999 (Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
September 30,
2000 1999
<S> <C> <C>
Revenues $ 1,963,000 $ 2,008,000
Cost of revenues 1,528,000 1,728,000
Gross profit 435,000 280,000
Selling, general and administrative expenses 692,000 235,000
Impairment of long-lived assets 1,740,000 523,000
Loss from operations (1,997,000) (478,000)
Interest and other 96,000 90,000
Net loss (2,093,000) (568,000)
Other comprehensive income (loss):
Unrealized loss on marketable security (862,000) (131,000)
Foreign currency translation adjustment 280,000 100,000
Comprehensive loss $ (2,675,000) $ (599,000)
Basic and diluted net loss per common
share $ (.15) $ (.18)
Weighted average common shares
included in basic and fully diluted
shares outstanding 14,331,731 3,190,705
</TABLE>
See accompanying notes to these condensed consolidated financial statements
3
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OASIS RESORTS INTERNATIONAL INC.
Condensed Consolidated
Statements of Cash Flows
for the Three Months Ended
September 30, 2000 and 1999 (Unaudited)
<TABLE>
<CAPTION>
Three Months
Ended September 30,
2000 1999
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (2,093,000) $ (568,000)
Adjustments to reconcile net loss to net cash
provided (used) by operating activities:
Depreciation and amortization 8,000 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 (502,000) (167,000)
Inventory 33,000 (2,000)
Other assets 16,000 -
Accounts payable (77,000) (9,000)
Accrued expenses 76,000 (286,000)
Due Lessor 112,000 400,000
Net cash used by operating activities (331,000) (107,000)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of equipment and furnishings - -
Net cash used by investing activities - -
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments to NuOasis (156,000) -
Net cash used by financing activities (156,000) -
Foreign currency effect on cash 280,000 100,000
Net decrease in cash (207,000) (7,000)
Cash and cash equivalents, beginning of period 699,000 52,000
Cash and cash equivalents, end of period $ 492,000 $ 45,000
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION
Cash paid during the period for:
Interest $ - $ -
</TABLE>
See accompanying notes to these condensed consolidated financial statements
4
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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
control 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
<PAGE>
Going Concern Considerations
The Company has recurring losses from operations, and at September 30, 2000, the
Company has a working capital deficit of $2.4 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 $4.2 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. STTG has tentatively accepted the
Company's offer to purchase the Cap Gammarth Complex. 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
<PAGE>
Unaudited Interim Financial Statements
The interim financial data as of September 30, 2000, and for the three months
ended September 30, 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 September 30, 2000, and the results of its operations and cash
flows for the three months ended September 30, 2000 and 1999.
The Company is required to have its quarterly condensed, consolidated financial
statements for the three months ended September 30, 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 could not be obtained. Management was required to make
certain estimates relating to the operations in Tunisia for the three months
ended September 30, 2000. While management is of the opinion these estimates
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
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 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. 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.
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
<PAGE>
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 -
Quarter Ended September 30, 2000 Compared to Quarter Ended
September 30, 1999
Revenues for the first quarter of fiscal 2001 were $2.0 million which was
slightly below the revenues of the fiscal 2000 first quarter 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 $1.5 million in the current quarter compared to
$1.7 million in the fiscal 2000 first quarter. Only minimal expenditures are
being made to operate the hotel. Selling, general and administrative costs
increased $457,000. 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 $492,000 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
<PAGE>
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
<PAGE>
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: November 20, 2000 By: /s/ Leonard J. Roman
Leonard J. Roman
Principal Accounting Officer and Director
10
