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 June 30, 1999 [ ] 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 August 10, 1999. PART 1, ITEM 1, 2 (1)(i) FORM 10QSB WESTERN STANDARD CORPORATION Consolidated Balance Sheet Unaudited June 30, 1999 Current Assets: Cash $ 609,067.27 Accounts Receivable 536,284.06 Allowance for Doubtful Accounts ( 17,034.29) Notes receivable - officer 10,000.00 Inventory - at cost 42,137.74 Total Current Assets $ 1,180,454.78 Property & Equipment, Net of Accumulated Depreciation, Amortization and Depletion $ 8,809,895.44 Other Assets: * Accounts Receivable - Snow King Resort Center, Inc. $ 1,286,003.42 Allowance for collectibility ( 1,000,000.00) Prepaid expenses 83,113.30 Prepaid loan fees 213,439.88 Investment in SKRCI 6,720.00 Investment in JH Spring Water 5,279.72 Leasehold Interest 33,916.84 Restricted Cash Reserves 1,097.57 Other 1,164.86 Total Other Assets $ 630,735.59 TOTAL ASSETS $ 10,621,085.81 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. PART 1, ITEM 1, 2 (1)(i) FORM 10QSB WESTERN STANDARD CORPORATION Consolidated Balance Sheet Unaudited June 30, 1999 Liabilities: Accounts Payable $ 306,875.35 Accounts Payable - Other 137,513.61 Portion of Long Term Debt payable within one year 62,322.00 Advance Deposit 700,772.94 Accrued Expenses 516,983.00 Subtotal $ 1,724,466.90 Long Term Debt 8,967,244.84 Fee Payable - Officer 90,000.00 TOTAL LIABILITIES $ 10,781,711.74 Minority Interest in Subsidiary 2,150 shares of Class A stock in SKRI $ 1,930,114.95 STOCKHOLDERS INVESTMENT: Common Stock, $0.05 par value, 10,000,000 shares authorized, 9,965,015 issued and outstanding at June 30, 1999 $ 401,201.02 Capital in Excess of Par Value 3,334,801.45 Accumulated Deficit ( 5,826,743.35) Net Stockholders Investment ($ 2,090,740.88) TOTAL LIABILITIES AND CAPITAL $ 10,621,085.81 PART 1, ITEM 1, 2 (1)(ii) FORM 10QSB WESTERN STANDARD CORPORATION Consolidated Statement of Operations Unaudited Profit and Loss Information For the Six (6) Months Ended Jun. 30, 1999 Jun. 30, 1998 -------------- -------------- 1. Gross sales less discounts, returns and allowances $ 3,335,078.47 $ 4,257,421.80 2. Operating Revenues 996.87 -0- 3. Total of Captions 1 and 2 3,336,075.34 4,257,421.80 4. Costs and Expenses (a) Operating Expenses 3,971,838.70 4,016,492.71 (b) Interest Expense 342,841.13 342,790.50 (c) Depreciation 330,000.00 315,400.00 Total Costs and Expenses 4,644,679.83 4,674,683.21 5. Income (Loss) before taxes on income & extraordinary items ( 1,308,604.49) ( 417,261.41) 6. Discontinued Operations -0- -0- 7. Provisions for taxes on income -0- -0- 8. Income or (Loss) ( 1,308,604.49) ( 417,261.41) 9. Minority interest in profit (loss) of subsidiary ( 90,669.93) ( 97,095.67) 10. Income (Loss) before extraordinary items 1,217,934.56 -0- 11. Extraordinary items, income tax, benefit of net operating loss carryover -0- -0- 12. Net Income (Loss) ( 1,308,604.49) ( 320,165.74) 13. Earnings (Loss) per share: ($1,308,604.49) : 9,965,015 issued and outstanding (.1313) ($417,261.41) : 9,965,015 issued and outstanding (.0419) 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 Six (6) Months Ended Jun. 30, 1999 Jun. 30, 1998 -------------- -------------- INCREASE (DECREASE) IN CASH: Cash flows from operating activities: Cash received from customers $ 3,049,629.93 $ 4,073,678.66 Cash paid to suppliers and employees ( 3,409,255.94) ( 3,768,633.82) Interest paid ( 342,841.13) ( 342,790.50) Net cash provided (used) by operations ($ 702,467.14) $ 37,745.66 Cash flows from investing activities: Increase prepaid loan fees ( 181,781.88) -0- Reduction in loans to officer $ 900.00 $ 900.00 Capital expenditures ( 1,245,042.91) ( 178,237.63) (Increase) decrease in restricted cash 11,917.03 ( 476.73) (Increase) reduction in Snow King Center loan ( 30,026.68) 93,582.03 Investment ( 100.00) -0- Net cash provided (used) by investing activities ($ 1,444,134.44) ($ 84,232.33) Cash flows from financing activities: New Loans $ 8,993,567.98 $ 285,253.00 Principal payments to banks ( 6,458,315.87) ( 232,479.90) Net cash provided (used) by financing activities $ 2,535,252.11 $ 52,773.10 Net increase (decrease) in cash $ 388,650.53 ($ 69,204.89) Cash at beginning of year 220,416.74 382,161.39 Cash at end of quarter $ 609,067.27 $ 312,956.50 RECONCILIATION OF NET INCOME TO NET CASH USED BY OPERATING ACTIVITIES: Net income (loss) ($ 1,004,265.24) ($ 320,165.74) Adjustments: Depreciation and amortization 345,895.00 327,043.00 Decrease (increase) in advance deposits 304,470.72 134,805.68 Increase in accounts receivable ( 313,160.78) ( 318,548.82) Decrease in prepaid expenses 98,015.03 124,248.82 Decrease (increase) in inventories 4,920.36 ( 12,824.98) (Decrease) increase in accounts payable and accrued expenses 139,281.65 124,792.05 Collection of trail receivable 26,715.37 -0- Allocation of Minority Interest in profit (loss) of subsidiary ( 304,339.25) ( 97,095.67) Net cash provided (used) by operations ($ 702,467.14) $ 37,745.66 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 Jun. 30, 1999 -------------- Sales $ 3,324,362.13 Gross Income $ 3,324,362.13 Net Income (Loss) from continuing operations ($ 1,291,214.47) Less Minority Interest in profit or (loss) - 23.57% ($ 90,669.93) Net Income (Loss) ($ 1,200,544.54) 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 June 30, 1999 and August 10, 1999, 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. 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. In March, 1999, Snow King Resort, Inc. borrowed $10,000,000 including a line of credit for $650 to be used to pay off existing debt and to refurbish the Hotel as needed. Major debts were paid off. Refurbishing is in progress. Western Standard Corporation, the parent company, will have sufficient funds to cover its expenses during 1999 from cash reserves, oil and gas royalties, interest, and accounts receivable. (c) RESULTS OF OPERATIONS: Net loss for the first six months of 1999 amounted to $1,308,604, compared to a loss for the first six months of 1998 in the amount of $417,261. Profits and losses for the first six months of 1999 and 1998 came from: SOURCE 1999 1998 ----------- --------- Western Standard Corporation ($ 18,356) ($ 5,290) Snow King Resort, Inc. ( 1,291,214) ( 411,946) Western Recreation Corporation 966 ( 25) ($ 1,308,604) ($ 417,261) Hotel bookings at Snow King Resort, Inc. appear to be very good for this 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: August 10, 19999 /s/ Stanford E. Clark ---------------------------- Stanford E. Clark, President Treasurer