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 September 30, 1998 [ ]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 $0.05 par at September 30, 1998. PART 1, ITEM 1, 2 (1)(i) FORM 10QSB WESTERN STANDARD CORPORATION Consolidated Balance Sheet Unaudited September 30, 1998 Current Assets: Cash $ 231,053.00 Accounts Receivable 556,676.93 Allowance for Doubtful Accounts ( 17,028.39) Notes receivable 10,000.00 Inventory - at cost 61,225.00 Total Current Assets $ 841,926.54 Property & Equipment, Net of Accumulated Depreciation, Amortization and Depletion $ 7,982,733.69 Other Assets: * Accounts Receivable - Snow King Resort Center, Inc. $ 1,012,271.69 Allowance for collectibility ( 1,000,000.00) ** Accounts Receivable - JH Springs Water Company 5,179.72 Prepaid expenses 10,903.01 Prepaid loan fees 52,050.00 Investment in SKRCI 6,720.00 Leasehold Interest 34,978.84 Restricted Cash Reserves 44,589.61 Other 1,164.86 Total Other Assets $ 167,857.73 TOTAL ASSETS $ 8,992,517.96 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 a new business, approximately 49% owned by Western Standard Corporation and operated by its subsidiary Snow King Resort, Inc. This is not a short term receivable. ** This account receivable is from a new business owned by Snow King Resort, Inc. and is not a short term receivable. PART 1, ITEM 1, 2 (1)(i) FORM 10QSB WESTERN STANDARD CORPORATION Consolidated Balance Sheet Unaudited September 30, 1998 Liabilities: Accounts Payable $ 436,363.02 Accounts Payable - Other 87,305.99 Portion of Long Term Debt payable within one year 329,101.00 Advance Deposit 238,763.11 Accrued Expenses 502,505.98 Subtotal $ 1,594,039.10 Long Term Debt 5,475,332.05 Fee Payable - Officer 90,000.00 TOTAL LIABILITIES $ 7,159,371.15 Minority Interest in Subsidiary 2,150 shares of Class A stock in SKRI $ 2,394,668.31 STOCKHOLDERS INVESTMENT: Common Stock, $0.05 par value, 10,000,000 shares authorized, 9,965,015 issued and outstanding at September 30, 1998 $ 401,201.02 Capital in Excess of Par Value 3,334,801.45 Accumulated Deficit ( 4,297,523.97) Net Stockholders Investment ($ 561,521.50) TOTAL LIABILITIES AND CAPITAL $ 8,992,517.96 PART 1, ITEM 1, 2 (1)(ii) FORM 10QSB WESTERN STANDARD CORPORATION Consolidated Statement of Operations Unaudited Profit and Loss Information For the Nine (9) Months Ended Sept. 30, 1998 Sept. 30, 1997 -------------- -------------- 1. Gross sales less discounts, returns and allowances $ 8,357,793.77 $ 7,700,727.42 2. Operating Revenues -0- -0- 3. Total of Captions 1 and 2 8,357,793.77 7,700,727.42 4. Costs and Expenses (a) Operating Expenses 6,369,756.50 6,114,915.26 (b) Interest Expense 509,024.11 517,934.31 (c) Depreciation 474,400.00 463,000.00 Total Costs and Expenses 7,353,180.61 7,095,849.57 5. Income (Loss) before taxes on income & extraordinary items 1,004,613.16 604,877.85 6. Discontinued Operations -0- -0- 7. Provisions for taxes on income 341,568.47 205,658.47 8. Income or (Loss) 663,044.69 399,219.38 9. Minority interest in profit (loss) of subsidiary 229,953.74 120,996.54 10. Income (Loss) before extraordinary items 433,090.95 278,222.84 11. Extraordinary items, income tax, benefit of net operating loss carryover and minority share of tax 261,060.78 205,658.47 12. Net Income (Loss) 694,151.73 483,881.31 13. Earnings (Loss) per share: $694,151.73 : 9,965,015 issued and outstanding .07 $483,881.31 : 9,965,015 issued and outstanding .05 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 Nine (9) Months Ended Sept. 30, 1998 Sept. 30, 1997 -------------- -------------- INCREASE (DECREASE) IN CASH: Cash flows from operating activities: Cash received from customers $ 7,772,812.46 $ 8,382,027.79 Cash paid to suppliers and employees ( 6,283,172.62) ( 6,698,844.51) Interest paid ( 509,024.11) ( 517,934.31) Net cash provided (used) by operations $ 980,615.73 $ 1,165,248.97 Cash flows from investing activities: Decrease in loans to officer $ 900.00 ($ -0-) Capital expenditures ( 333,787.09) ( 188,060.83) Increase in restricted cash ( 26,292.00) ( 46,445.75) Reduction in Snow King Center loan 123,624.28 39,526.57 Sale of assets 12,500.00 16,250.00 Net cash provided (used) by investing activities ($ 223,054.81) ($ 178,730.01) Cash flows from financing activities: New Loans $ 50,000.00 $ 310,628.93 Principal payments to banks ( 958,669.31) ( 1,178,939.09) Net cash provided (used) by financing activities ($ 908,669.31) ($ 868,310.16) Net increase (decrease) in cash ($ 151,108.39) $ 118,208.80 Cash at beginning of year 382,161.39 159,921.96 Cash at end of quarter $ 231,053.00 $ 278,130.76 RECONCILIATION OF NET INCOME TO NET CASH USED BY OPERATING ACTIVITIES: Net income (loss) $ 694,151.73 $ 483,881.31 Adjustments: Depreciation and amortization 491,602.00 479,627.00 (Decrease) increase in advance deposits ( 233,881.77) ( 282,933.73) Increase (decrease) in accrued expenses 48,356.90 149,180.30 Decrease (increase) in accounts receivable ( 351,099.54) ( 78,700.36) Decrease in prepaid expenses 193,151.95 172,066.81 Decrease (increase) in inventories ( 14,031.07) ( 19,387.01) (Decrease) increase in accounts payable ( 158,095.90) 140,518.11 Allocation of Minority interest in profit (loss) of subsidiary 310,461.43 120,996.54 Net cash provided by operations $ 980,615.73 $ 1,165,248.97 PART I, ITEM 1, 2 (2) FORM 10QSB WESTERN STANDARD CORPORATION (ii) Material Subsequent Events and Contingencies None (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 Sept. 30, 1998 -------------- Sales $ 8,283,705.24 Gross Income $ 8,283,705.24 Net Income (Loss) from continuing operations $ 975,620.44 Less Minority Interest in profit or (loss) - 23.57% $ 229,953.74 Net Income (Loss) $ 745,666.70 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 September 30, 1998, there were no lawsuits pending against Western Standard Corporation or its subsidiary, Snow King Resort, Inc. 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) 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. In addition, less revenue at the Center was received than expected. At times Snow King Resort has not had sufficient cash flow to pay its creditors in a timely manner. Principal and interest payments on loans are current. 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. Western Standard Corporation, the parent company, will have sufficient funds to cover its expenses during 1998 from cash reserves, oil and gas royalties, interest, and accounts receivable. (c) RESULTS OF OPERATIONS: Net gain for the first nine months of 1998 amounted to $1,004,613, compared to a gain for the first nine months of 1997 in the amount of $604,877. Profits and losses for the first nine months of 1998 and 1997 came from: SOURCE 1998 1997 -------------- --------- Western Standard Corporatio ($ 12,076.23) $ 36,637 Snow King Resort, Inc. 975,620.44 513,349 Western Recreation Corporation 41,068.95 54,891 $ 1,004,613.16 $ 604,877 During the first nine months of 1998, total sales were up and operating expenses increased. Hotel bookings at Snow King Resort, Inc. were very good during the summer. 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: November 12, 1998 /s/ Stanford E. Clark ---------------------------- Stanford E. Clark, President Treasurer