U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10QSB [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly period ended March 31, 2000 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission File No. 0-3802 WESTERN STANDARD CORPORATION ---------------------------- (Exact Name of Registrant as Specified in its Charter) WYOMING 83-0184378 - ------- ---------- (State or other jurisdiction (IRS Employer of incorporation or organization) Identification No.) 205 SOUTH BROADWAY, RIVERTON, WY 82501 - -------------------------------- ----- (address of principal executive offices) 307-856-9288 ------------ (Issuer's telephone number) UNCHANGED --------- (Former name, former address and former fiscal year, if changed since last report) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant 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 State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 9,965,015 common $.05 par at March 31, 2000. PART 1, ITEM 1, 2 (1)(i) CLIFFORD H. MOORE AND COMPANY, CPAs 205 South Broadway Riverton, Wyoming 82501 INDEPENDENT ACCOUNTANT'S REPORT We have reviewed the accompanying interim financial statements required by the Securities and Exchange Commission (SEC) form 10QSB of Western Standard Corporation and consolidated subsidiaries as of March 31, 2000, and for the three month period then ended. These financial statements are the responsibility of the company's management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements for them to be in conformity with generally accepted accounting principles. /s/ Clifford H. Moore and Company, CPAs Riverton, Wyoming May 3, 2000 FORM 10QSB WESTERN STANDARD CORPORATION Consolidated Balance Sheet Unaudited March 31, 2000 Current Assets: Cash $ 348,872.61 Accounts Receivable 614,682.46 Allowance for Doubtful Accounts ( 8,064.36) Notes receivable - officer 10,000.00 Inventory - at cost 55,230.37 --------------- Total Current Assets $ 1,020,721.08 --------------- Property & Equipment, Net of Accumulated Depreciation, Amortization and Depletion $ 9,570,935.14 --------------- Other Assets: * Accounts Receivable - Snow King Resort Center, Inc. and JH Spring Water $ 1,368,935.93 Allowance for collectibility ( 1,260,000.00) Prepaid expenses 138,014.24 Prepaid loan fees and leases 99,769.93 Investment in SKRCI 6,720.00 Leasehold Interest 32,854.84 Patronage capital 229,499.64 Other 1,164.86 --------------- Total Other Assets $ 616,959.44 --------------- TOTAL ASSETS $ 11,208,615.66 =============== The Registrant also owns 12,000 shares of Class B Common stock in Snow King Resort, Inc. at Zero Basis. * This account receivable is from two new businesses; one is approximately 49% owned by Western Standard Corporation and operated by its subsidiary Snow King Resort, Inc. The other is totally owned by Snow King Resort, Inc. This is not a short term receivable. PART 1, ITEM 1, 2 (1)(i) FORM 10QSB WESTERN STANDARD CORPORATION Consolidated Balance Sheet Unaudited March 31, 2000 Liabilities: Accounts Payable $ 532,433.81 Accounts Payable - Other 96,451.11 Portion of Long Term Debt payable within one year 394,854.14 Advance Deposit 365,069.21 Accrued Expenses 626,404.41 First Interstate Bank line of credit 230,000.00 --------------- Subtotal $ 2,245,212.68 Long Term Debt 8,979,611.27 Fee Payable - Officer 90,000.00 --------------- TOTAL LIABILITIES $ 11,314,824.95 --------------- Minority Interest in Subsidiary 2,150 shares of Class A stock in SKRI $ 1,943,636.50 --------------- STOCKHOLDERS INVESTMENT: Common Stock, $0.05 par value, 10,000,000 shares authorized, 9,965,015 issued and outstanding at March 31, 1998 $ 401,201.02 Capital in Excess of Par Value 3,334,801.45 Accumulated Deficit ( 5,785,847.26) --------------- Net Stockholders Investment ($ 2,049,844.79) --------------- TOTAL LIABILITIES AND CAPITAL $ 11,208,615.66 =============== PART 1, ITEM 1, 2 (1)(ii) FORM 10QSB WESTERN STANDARD CORPORATION Consolidated Statement of Operations Unaudited Profit and Loss Information For the Three (3) Months Ended Mar. 31, 2000 Mar. 31, 1999 1. Gross sales less discounts, returns and allowances $ 2,283,311.33 $ 1,754,690.35 2. Operating Revenues -0- -0- 3. Total of Captions 1 and 2 2,283,311.33 1,754,690.35 4. Costs and Expenses (a) Operating Expenses 2,453,877.79 2,320,041.01 (b) Interest Expense 186,756.45 184,121.43 (c) Depreciation 189,000.00 165,000.00 Total Costs and Expenses 2,829,634.24 2,669,162.44 5. Income (Loss) before taxes on income & extraordinary items ( 546,322.91) ( 914,472.09) 6. Discontinued Operations -0- -0- 7. Provisions for taxes on income -0- -0- 8. Income or (Loss) ( 546,322.91) ( 914,472.09) 9. Minority interest in profit (loss) of subsidiary ( 127,998.06) ( 213,669.32) 10. Income (Loss) before extraordinary items ( 418,324.85) ( 700,802.77) 11. Extraordinary items, income tax, benefit of net operating loss carryover and minority share of tax -0- -0- 12. Net Income (Loss) ( 546,322.91) ( 914,472.09) 13. Earnings (Loss) per share: ($546,322.91) : 9,965,015 issued and outstanding (.05) ($914,472.09) : 9,965,015 issued and outstanding (.09) 14. Dividends per share -0- -0- The results for interim periods are not necessarily indicative of results to be expected for the year. The information furnished for Western Standard Corporation reflects adjustments which are, in the opinion of management, necessary to a fair statement of the results for this interim period. PART 1, ITEM 1, 2 (1)(iii) FORM 10QSB WESTERN STANDARD CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS Unaudited For the Three (3) Months Ended Mar. 31, 2000 Mar. 31, 1999 INCREASE (DECREASE) IN CASH: Cash flows from operating activities: Cash received from customers $ 2,050,014.97 $ 1,660,071.97 Cash paid to suppliers and employees ( 2,236,950.71) ( 2,113,778.73) Interest paid ( 186,756.45) ( 184,121.43) -------------- -------------- Net cash provided (used) by operations ($ 373,692.19) ($ 637,828.19) -------------- -------------- Cash flows from investing activities: Payment from officer $ 800.00 $ 900.00 Capital expenditures ( 385,823.99) ( 572,592.43) Loan fees -0- ( 181,781.88) Loans to/payments from Snow King Center 82,495.00 42,408.00 (Increase) decrease in restricted cash 17,548.15 ( 28,755.54) Loans to Loveridge Development ( 44,170.73) -0- -------------- -------------- Net cash provided (used) by investing activities ($ 329,151.57) ($ 739,821.85) -------------- -------------- Cash flows from financing activities: Borrowings $ 776,533.67 $ 8,075,617.91 Principal payments to banks ( 1,129.90) ( 6,410,585.87) -------------- -------------- Net cash provided (used) by financing activities $ 775,403.77 $ 1,665,032.04 -------------- -------------- Net increase (decrease) in cash $ 72,560.01 $ 287,382.00 Cash at beginning of year 276,312.60 220,416.74 -------------- -------------- Cash at end of quarter $ 348,872.61 $ 507,798.74 ============== ============== RECONCILIATION OF NET INCOME TO NET CASH USED BY OPERATING ACTIVITIES: Net income (loss) ($ 418,324.85) ($ 700,802.77) Adjustments: Depreciation and amortization 189,354.00 165,354.00 Decrease in advance deposits ( 144,901.43) ( 58,622.53) Increase in accounts receivable ( 233,871.88) ( 121,333.75) Decrease in prepaid expenses 79,244.70 54,585.18 Decrease (increase) in inventories 11,510.24 3,113.07 (Decrease) increase in accounts payable and accrued expenses 271,295.09 206,834.56 Collection of Snow Devil receivable and trail receivable -0- 26,715.37 Allocation of Minority Interest in profit (loss) of subsidiary ( 127,998.06) ( 213,669.32) -------------- -------------- Net cash provided by operations ($ 373,692.19) ($ 637,828.19) ============== ============== PART I, ITEM 1, 2 (2) FORM 10QSB WESTERN STANDARD CORPORATION (ii) Material Subsequent Events and Contingencies (iii) Significant Equity Investors Six investors own approximately 23.57% of Snow King Resort, Inc., a Western Standard Corporation sub- sidiary. (iv) Significant Disposition and Purchase Business Combinations. None (v) Material accounting changes None PART I, Item 1, 2 (2)(iii) Significant Equity Investors Unaudited January 1 to Mar. 31, 2000 Sales $ 2,275,797.81 Gross Income $ 2,275,797.81 Net Income (Loss) from continuing operations ($ 543,054.98) Less Minority Interest in profit or (loss) - 23.57% ($ 127,998.06) Net Income (Loss) ($ 415,056.92) The above figures are for Snow King Resort, Inc., a Western Standard Corporation subsidiary. The Registrant owns approximately 76.43 percent of the outstanding Snow King Resort, Inc. voting stock. PART II FORM 10QSB WESTERN STANDARD CORPORATION Other Information 1. Legal Proceedings. At March 31, 2000, there were no lawsuits filed against either Western Standard Corporation or Snow King Resort, Inc and none threatened. 2. Change in Securities None 3. Defaults upon senior securities. None 4. Submission of matters to a vote of security holders. None 5. Other information. None 6. Exhibits and reports on Form 8-K. (a) Exhibit 27 - Financial Data Schedule (b) Reports on Form 8-K No reports on Form 8-K were filed during this quarter. 303(b) 2 Management's Discussion and Analysis of Financial Condition and Results of Operations. (a) ANALYSIS OF FINANCIAL CONDITION: Heavy startup and operating costs at the Snow King Resort Center have created a heavy drain on Snow King Resort's cash flow. Snow King Resort, at times, has not had sufficient cash flow to pay its creditors in a timely manner. Snow conditions in Jackson were fair for skiing during the winter of 1999-00. However, more rooms available in Jackson and fewer people vacationing, had an adverse effect on winter revenues. Summer bookings are impressive. Fewer airline arrivals brought fewer people to the Jackson area, thus fewer customers. On April 15, 1996, Snow King Resort, Inc. refinanced its loan with ORIX USA at a fixed interest rate of 10 1/8% for five years. Part of the proceeds were used to pay other debt. The amount of the new loan was $6,150,000. On March 23, 1999, Snow King Resort, Inc. closed a refinancing loan in the amount of $9,370,000 with an additional line of credit in the amount of $640,000. At March 31, 2000, $9,369,074.07 had been drawn against the $9,370,000 and $230,000 had been drawn against the $640,000. A fixed interest rate of 7.98% applies to the $9,370,000 mortgage. There are no principal payments due until 6/15/00. The borrowing was to pay off the previous mortgage, short term debts and for refurbishing the Hotel. Refinancing costs, including penalties for prepaying mortgage balances were considerable and contribute immensely to the first quarter net loss. Principal and interest payments on loans are current. Western Standard Corporation, the parent company, will have sufficient funds to cover its expenses during 2000 from cash reserves, oil and gas royalties, interest, and accounts receivable. (c) RESULTS OF OPERATIONS: Net loss for the first three months of 2000 amounted to $546,323, compared to a loss for the first three months of 1999 in the amount of $914,472. Profits and losses for the first three months of 2000 and 1999 came from: SOURCE 2000 1999 --------- --------- Western Standard Corporation ($ 3,243) ($ 8,913) Snow King Resort, Inc. ( 543,055) ( 906,531) Western Recreation Corporation ( 25) 972 --------- --------- ($ 546,323) ($ 914,472) ========= ========= FORM 10QSB WESTERN STANDARD CORPORATION SIGNATURE In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized. WESTERN STANDARD CORPORATION ---------------------------- (Registrant) Dated: May 8, 2000 /s/ Stanford E. Clark ---------------------------- Stanford E. Clark, President Treasurer