SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10KSB
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the fiscal year ended December 31, 1997
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from __________ to __________
Commission File No. 0-3802
Western Standard Corporation
(Name of small business issuer in its charter)
Wyoming 83-0184378
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
205 South Broadway
Riverton, Wyoming 82501
(Address of principal (Zip Code)
executive offices)
Issuer's telephone number, including area code: (307)856-9288
Securities registered pursuant to Section 12(b) of the Exchange
Act: None
Securities registered pursuant to Section 12(g) of the Exchange
Act:
Common Stock, $.05 par value
(Titles of Class)
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 issuer was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained herein, and no disclosure will
be contained, to the best of registrant's knowledge in definitive
proxy or information statements incorporated by reference in Part
III of this Form 10KSB or any amendment to this Form 10KSB. [X]
Issuer's revenues for the fiscal year ended December 31, 1997 were
$8,673,319.
As of March 15, 1998, there were 9,965,015 shares of the
registrant's common stock outstanding. The aggregate market value
of the voting stock held by non-affiliates of the registrant was
$185,816, based upon the average of the bid and asked prices of the
common stock on March 15, 1998.
DOCUMENTS INCORPORATED BY REFERENCE:
Page 1 of 52 pages. The exhibit index begins on page 46.
PART I.
Item 1. Description of Business.
Business Development
Western Standard Corporation ("WSC") was incorporated under
Wyoming law on February 24, 1955. WSC and its subsidiaries hold
interests in and to mineral, oil and gas, and recreational real
estate properties and the Snow King Ski Area (the "Ski Area"), the
Snow King Hotel (the "Hotel"), and the Snow King Complex (the
"Complex") in Jackson, Wyoming. WSC's primary business activity is
its operation of the Hotel, the Ski Area, and the Complex through
its subsidiary, Snow King Resort, Inc. ("SKRI").
The Snow King Complex is managed by Snow King Resort
Management, Inc. ("SKRMI") pursuant to a management agreement with
SKRI providing for a management fee equal to 2% of gross revenues.
SKRMI is entirely owned and controlled by Manuel B. Lopez and
Stanford E. Clark, officers and directors of WSC.
SKRI
SKRI is a Wyoming corporation formed on December 28, 1990, by
WSC to serve as a vehicle to accomplish a Restructuring fully
explained in prior Forms 10-K and 10-KSB. The officers and
directors of SKRI are as follows:
(a) Manuel B. Lopez, President and Director
(b) Stanford E. Clark, Treasurer and Director
(c) James Peck, Director
Max Chapman, Director
Clarene Law, Director
Joe Byron, Director
Peter Wold, Director
Creed Law, Secretary
(a) Mr. Lopez is also Vice President and a Director of Western
Standard Corporation.
(b) Mr. Clark is also President and a Director of Western
Standard Corporation.
(c) Mr. Peck is also a Director of Western Standard
Corporation.
The principal executive offices of SKRI are located at 400 East
Snow King Avenue, Jackson Hole, Wyoming, 83001, telephone number
(307) 733-5200.
The beginning capital structure of SKRI is as follows:
Common Stock. The articles of incorporation of SKRI authorize
two classes of common stock, Class A Common Stock and Class B
Common Stock. The preferences, limitations and relative rights of
both classes of common stock are equivalent in all respects, with
the exception of voting rights with respect to the election of
directors. The holders of Class A Common Stock are entitled to
elect three directors of SKRI while the holders of Class B Common
Stock are entitled to elect four directors. There are currently
12,000 shares of Class B Common Stock, outstanding, all of which
are owned by WSC. Initially, there were 2,150 shares of Class A
Common Stock outstanding, all of which is owned by the investors
who purchased shares in the Offering. (See page 4 for additional
sale of shares.)
Preferred Stock. The articles of incorporation of SKRI
authorize one class of preferred stock, Class A Preferred Stock.
Each share of Class A Preferred Stock is entitled to a cumulative
dividend preference of $7.00 per share per year, has no voting
rights, and is entitled to a liquidation dividend preference of
$140.00 per share. After payment of the above described dividend
preferences, the Class A Preferred Stock shall participate equally
in any dividends declared.
Convertible Subordinated Debentures. Each Convertible
Subordinated Debenture, which debentures were issued in
denominations of $20,720 face amount each, is convertible into 148
shares of Class A Preferred Stock, bears interest at the rate of
10.5% per annum (payable annually and with unpaid interest accruing
at the rate of 12% per annum in the event of any failure to make an
interest payment when due), is subordinated to the Orix Loan with
respect to the payment of principal and interest, the funding of
certain reserve accounts, and the payment of management fees for
operation of the Hotel, matures on January 31, 2007, and is subject
to the right of SKRI to call all or a portion of the debentures as
follows: (i) on or after January 31, 1994, but prior to January
30, 1995, for 130% of the face amount plus accrued but unpaid
interest; (ii) on or after January 31, 1995, but prior to January
30, 1996, for 125% of the face amount plus accrued but unpaid
interest; (iii) on or after January 31, 1996, but prior to January
30, 1997, for 115% of the face amount plus accrued but unpaid
interest; (iv) on or after January 31, 1997, but prior to January
30, 1998, for 110% of the face amount plus accrued but unpaid
interest; and (v) on or after January 31, 1998, for 105% of the
face amount plus accrued but unpaid interest.
All of these debentures were converted to Class A preferred
stock in 1994.
Additional Sales of Stock. SKRI sold, in a private offering,
800 shares of Class A Common Stock of SKRI for $140 per share
($112,000 in the aggregate), and $2,072,000 face amount of
Debentures for 100% of the face amount. The total amount of funds
raised in the private offering, before expenses of the offering,
was $2,184,000. Manuel B. Lopez and his wife, Deborah, purchased
10% of the securities sold in the Offering. Margaret Peck, the
largest shareholder of WSC (26.8%), also purchased 10% of the
securities sold in the Offering.
In April, 1992, SKRI granted an option to purchase 3,000
shares of Class B Common Stock for a period of ten years at a price
of $140 per share to Mr. Lopez and his wife.
In March, 1993, the SKRI debenture holders purchased an
additional 1,350 shares of Class A Common Stock at a price of $140
per share. In 1994, the debenture holders purchased 1,550 shares
of Class A stock at $140.00 per share.
In 1994, all outstanding convertible debentures were converted
into 14,800 shares of Class A preferred stock at $140.00 per
share.
At December 31, 1994, 3,700 shares of Class A, 12,000 shares of
Class B, and 14,800 shares of Class A preferred nonvoting stock,
were issued and outstanding. The issuance of the Class A preferred
nonvoting stock did not reduce Western Standard's voting power in
Snow King Resort, Inc., although preferred Class A nonvoting stock
has certain preferred claims on Snow King Resort, Inc.'s assets in
case of dissolution.
As a result of the Restructuring, SKRI now owns all of the
assets comprising the Ski Area and the Hotel. WSC now owns
approximately 76.43% of the outstanding voting stock of SKRI. SKRI
intends to operate the Complex in the same manner as they have been
operated over the last several years.
Each shareholder in Snow King Center, Inc. has signed an
option to exchange all of his shares for Snow King Resort, Inc.
shares at the basis of ten Center shares for one Resort share. If
all of these options are exercised, 98 shares of Snow King
Resort,Inc. Class A stock will be issued.
As part of the Restructuring, SKRI entered into a new
operating agreement with SKRMI pursuant to which SKRMI manages the
Snow King Complex. The operating agreement provides for the
payment to SKRMI of a management fee equal to 2% of the gross
revenues of the Hotel. Payment of principal and interest on the
Debentures is subordinated to payment of the management fee.
Payment of the management fee is subordinated to the payment of
principal and interest on the Orix Loan.
Competitive Conditions
Locally, the Ski Area and the Hotel are faced with intense
competition from a newer, bigger, more prestigious and nationally
recognized ski resort, which is in close proximity to its
operations. Such ski resort, known as Teton Village, is owned and
operated by a company with greater financial resources than WSC and
SKRI. Nationally, the ski resort industry is extremely competitive
and many of WSC's and SKRI's competitors have more experience and
greater financial resources than does WSC and SKRI.
Oil and gas exploration and production is a highly competitive
business. If WSC were to engage in active oil and gas operations,
it would compete with a number of other companies, including major
oil companies and other independent operators, virtually all having
more experience and greater financial resources. WSC does not hold
a significant competitive position in the oil and gas industry.
WSC's oil and gas interests are operated by others.
Likewise, WSC's recreational land activities are faced with
keen competition from much larger more financially capable
companies. WSC's competitive position in this area of activity is
insignificant.
Oil and Gas Customers
WSC believes there is a ready market for its share of oil and
gas produced by operators of properties in which it has an
interest. However, WSC has no control over worldwide factors
affecting supply and demand for oil and gas which influence oil and
gas prices. Eighty-Eight Oil Company purchased approximately all
of WSC's share of oil production during 1997. KN Energy purchased
the gas.
Patents, Licenses, Franchises and Concessions
SKRI owns a Resort liquor license which is subject to renewal
each year. It has been renewed through 1998.
The Ski Area is operated primarily on land owned by the United
States which SKRI is permitted to use pursuant to a special use
permit expiring October 31, 2011. The permit is non-transferrable
and is terminable upon 30 days written notice to SKRI if a
determination is made by the Secretary of Agriculture or any
official of the Forest Service that the public interest requires
such termination. SKRI is required to pay an annual fee for the
permits which is based upon revenues generated by the Ski Area.
Environmental Impact
WSC's holding and/or development of its oil and gas and
SKRI's
recreational properties requires compliance with various
requirements concerning environmental quality; and such compliance
may necessitate significant capital outlays, may materially affect
potential future earnings of WSC, or may cause material changes in
WSC's business. WSC believes that it is in substantial compliance
with all applicable environmental laws, rules, and regulations.
Number of Persons Employed
During 1997, WSC, including its subsidiaries, because of the
seasonality of its business, had between 168 and 239 employees,
including its officers.
Seasonality
The activities of the Hotel and the Ski Area are seasonal in
nature and are highly dependent on the number of tourists visiting
the area and the number of conventions and tour groups booked.
Tourism reaches peaks from May through September and, for skiing,
from December through March.
Financial Information About Industry Segments
WSC includes in its financial reporting two segments, an oil
and gas segment and a Snow King Hotel segment. The financial
information relating to segments may be found in the Consolidated
Financial Statements included in this Annual Report on 10KSB as
Item 7.
Item 2. Description of Property.
RECREATION AREA PROPERTIES
Teton County, Wyoming
The assets and the properties herein referred to as the Hotel
and the Ski Area consist of the following:
(1) 8.29 acres on which the 204 room hotel with a convention
center and related facilities are located.
(2) 43.5 acres and Town of Jackson leases on 27.2 contiguous
acres. A lease on the ski shelter and part of the 27.2
acres expires May 31, 2023. The lease on the balance
(the larger portion, including the Ice Rink) of the 27.2
acres also expires May 31, 2023. During 1992, the Town
and SKRI agreed to demolish the ski shelter and replace
it with a larger structure having both a ski shelter and
a skating rink. These structures have been completed
and are in use. The skating rink is leased by a new
entity; see Item 12. "Certain Relationships and Related
Transactions."
(3) A 30-year Forest Service Term Special Use Permit on
369.51 acres on the adjoining Snow King Mountain, which
expires October 31, 2011.
(4) A warming hut at the base of Snow King Mountain.
(5) A double chair ski lift on Snow King Mountain constructed
and put into use in 1981.
(6) A double chair lift reaching from the base of Snow King
Mountain to approximately 1/2 the distance to the top of
the mountain. This lift was acquired July 14, 1986 and
is known as the Rafferty Lift.
(7) In 1994, a triple chair lift was installed that extends
approximately half way to the top of Snow King mountain.
This opens up additional intermediate skiing areas. The
cost of the new chair lift, additional lights for night
skiing, water lines, pump, and additional snow making
equipment installed, totalled $1,683,997.
(8) Mountain grooming and communications equipment.
(9) A warming hut and snack shop at the summit of Snow King
Mountain.
(10) The Alphorn Motel in Jackson, Wyoming, consisting of 17
units, a large lodge room, and a small cabin, located on
six lots of land at the base of Snow King Mountain
adjacent to the ski lift. It is currently listed for
sale at $1,300,000.00.
(11) Alpine Slide.
All of the above properties are subject to the lien of Orix as
security for the Orix Loan.
During 1992, SKRI transferred 1.3 acres of land to the town of
Jackson for a location on which to construct an indoor skating
rink.
Fremont County, Wyoming
WSC, through its subsidiary, Western Recreation Corporation,
sold 40 acres of the Ocean Lake property during 1997 for $65,000.
WSC, through its wholly-owned subsidiary, Western Recreation
Corporation still owns 80 acres of lakeside property adjacent to
and underlying Ocean Lake, 14 miles west of Riverton, Wyoming, of
which approximately 60 acres are above the high water line.
Several building sites are located on this property. Some of this
land is rented out as farmland. This property is currently for
sale.
MINERAL AND OIL AND GAS PROPERTIES
The following is a brief description of the mineral and oil
and gas properties in which WSC held an interest as of December 31,
1997:
Mining Claims
Number Approximate Wyoming
Name Mineral of claims Acreage County
Such Claim No. 7 Uranium 1 20 Carbon
WSC owns a 5% net profit interest in Patented Such Claim No. 7.
Non-Producing Oil and Gas Interests
Leases
on Which Approxi-
Royalties are mate WSC's County Date Leases
Held Acreage Interest and State Expire
Treasure Unit 320 2.0%* Sweetwater Held by
Lease w-28853 Wyoming production
in Unit
Daly Lease, 400 12.5%** Campbell Held by
Kitty Field Wyoming production
in Unit
* Overriding royalty interest.
** Working interest.
Producing Oil and Gas Properties
WSC is not the operator of any of the oil and gas properties
described below from which it received income during 1996. WSC
does not know of any planned exploration in 1998 on any of the oil
and gas properties operated by others in which it has interest.
WSC does not plan active exploration of any of its oil and gas
properties during 1998.
To the best of WSC's knowledge, the underlying leases are in
good standing. Reference is made to page 41, Note 14 included with
the Consolidated Financial Statements for detailed information
concerning WSC's oil and gas operations for its three fiscal years
ended December 31, 1997.
As a result of WSC's difficult financial position stemming
from its working capital deficit, operating losses and lack of
liquidity, and the fact that WSC holds small non-operating
interests in its oil and gas properties, it has not engaged an
independent petroleum engineering firm to render a report on its
oil and gas reserves. Further, WSC has no staff or expertise
enabling it to internally estimate its oil and gas reserves. The
financial statement carrying value of the properties is nominal and
it has recovered its entire investment. WSC has not engaged in
active oil and gas operations during the past three years and does
not expect to do so during 1998. The Consolidated Financial
Statements do, however, contain a considerable amount of
information concerning WSC's oil and gas segment and the results of
its operations during the past three years. The following further
describes WSC's oil and gas properties:
Kaye Field
WSC owned a 20.348% working interest (15.26% net revenue
interest) in two producing wells located on 308 gross (62.67) net
acres in Section 5, T36N, R67W, Converse County, Wyoming (#22-5 and
#24-5).
WSC's entire interest in wells #22-5 and #24-5 in the Kaye
Field was sold in January, 1997 for $70,000 cash to Ensign Oil &
Gas, Inc. to avoid the expense of an attempt to water flood the
field and to avoid the loss of income from the wells while
production was stopped during the water flood attempt. WSC would
have been unable to contribute its share of the water flood
expense.
Central Hilight Unit
WSC owns a 1.0827% royalty interest in Tract #47 of the
Central Hilight Unit located in Campbell County, Wyoming, which
currently produces from the Muddy Formation. Tract #47 has been
assigned a 6.268% interest in the Central Hilight Unit, which
converts to a 0.0006787 interest to WSC. The Unit was formed by
the Wyoming Oil and Gas Commission, effective November 1, 1971, and
placed under a water flood program.
Grady Unit
Effective September 1, 1971, the date these properties were
unitized, WSC purchased a 5.027% working interest (2.721% net
revenue interest) in the Grady Unit, which consists of
approximately 9,440 gross (472 net) acres located in T45N and T46N,
R71W, Campbell County, Wyoming. In 1993, WSC's working interest
was reduced to 0.029644. This provides additional revenue to WSC.
Payne Field
WSC has a 1% OR in the Payne Field which consists of 320 gross
acres, 35.2 net acres, in Campbell County, Wyoming. The NBC #1
well in the Payne Field is producing.
Exploratory and Development Wells Drilled
WSC did not participate in the drilling of any wells during
the last three fiscal years.
Production, Productive Wells and Reserves
Two of WSC's significant oil and gas properties are subject to
complex unitization agreements involving a large number of wells
with varying ownership interest making any attempt to estimate its
reserves difficult, relatively expensive, and subject to error.
Moreover, WSC is not certain that operators would open their
technical files to any engineer employed by WSC.
Miscellaneous
WSC is not obligated to provide quantities of oil or gas in
the future under existing contracts or agreements.
WSC has not filed any reports containing oil or gas reserve
estimates with any federal or foreign governmental authority or
agency within the past 12 months.
Item 3. Legal Proceedings.
All law suits have been settled by our insurance carrier.
Neither WSC nor SKRI is a party to any lawsuit or legal proceeding,
and none are contemplated or threatened against them.
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted to a vote of security holders during
the fourth quarter of the year ended December 31, 1997.
PART II.
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters.
WSC's common stock, $0.05 par value, is sporadically traded
over the counter. Trading in WSC's common stock is reported by the
National Daily Quotation Service ("pink sheets") and the National
Association of Securities Dealers, Inc. Non-NASDAQ OTC Bulletin
Board. Quotations shown below reflect inter-dealer prices, without
retail mark-up, mark-down or commission and may not necessarily
represent actual transactions.
Bid Prices
Low High
1997
First Quarter .0625 .0625
Second Quarter .0625 .0625
Third Quarter .0625 .0625
Fourth Quarter .0625 .0625
1996
First Quarter .0625 .0625
Second Quarter .0625 .0625
Third Quarter .0625 .0625
Fourth Quarter .0625 .0625
As of December 31, 1997, there were approximately 3,526
holders of record of WSC's common stock.
WSC has not paid any dividends on its common stock and does
not expect to do so in the foreseeable future.
Item 6. Management's Discussion and Analysis or Plan of Operation.
Management recommends that the discussion below be read in
conjunction with the Financial Statements and Notes thereto
included in this Annual Report on Form 10KSB as Item 7.
Liquidity and Capital Resources
As explained in Item 1 of this Annual Report on Form 10KSB,
Western Standard Corporation completed a restructuring of
its interests in the entire Snow King Complex in Jackson Hole,
Wyoming, in March, 1992. This has placed all of the assets of Snow
King, Incorporated and Snow King Partnership in a new company, Snow
King Resort, Inc.
Approximately eighty acres of land near Ocean Lake, west of
Riverton, Wyoming, are rented for agricultural purposes until they
can be sold or put to another use. Approximately twenty acres are
below the high water line.
It is believed that oil and gas revenues, rent, a small amount
of interest and cash reserves, will make it possible for Western
Standard Corporation to meet its expenses in 1998.
Snow King Resort, Inc. had paid its $5,000,000 loan from ORIX
USA and Jackson State Bank down to $3,863,000 by September 13,
1994. On that date, it borrowed an additional amount of $1,387,000
from these same two lenders increasing the balance of the loan to
$5,250,000 with the original loan being amended. Monthly payments
on the loan are to be computed on a fifteen (15) year amortization
schedule based upon an assumed interest rate for calculation of
such principal payments, at 9% per annum.
Use of the additional funding of $1,387,000 is for the
purchase and installation of a triple chair lift, four new snow
making machines, water lines, electric light coverage for
additional night skiing areas, and related expenses for an
estimated total of $1,248,000. Cost overruns increased the total
to $1,683,997. Principal and interest payments on loans are
current.
On April 15, 1996, SKRI 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. A copy of the loan documents (the third
modification to the loan agreement) was submitted with Form 8-K
dated April 15, 1996, and is incorporated herein by reference.
Revenues from the operations of Snow King Resort, Inc., a
$850,000 line of credit from a Jackson, Wyoming bank, and limited
additional borrowings are expected to be sufficient to allow Snow
King Resort, Inc. to meet its principal, interest and other
operating expenses during 1998.
Results of Operations
1997 vs. 1996
Overall - 1997 ended with a net loss of $810,428 compared to
a net loss of $281,812 in 1996.
Major items contributing to the 1997 loss were:
1. Operating income of the Oil and Gas Segment decreased from
$52,922 in 1996 to $27,880 in 1997.
2. Operating income of the Snow King Resort segment increased
from ($348,168) in 1996 to ($174,144) in 1997. Revenues decreased
from $8,531,106 in 1996 to $8,523,488 in 1997. Operating expenses
decreased from $8,229,237 in 1996 to $8,056,603 in 1997, caused
mainly from various operating costs.
3. Other revenue increased from $4,945 in 1996 to $8,734 in
1997.
Oil and Gas Segment
Please refer to Item 1. above.
Snow King Resort Segment
Room revenues increased from $3,934,957 in 1996 to $3,999,542
in 1997. The average room rate decreased from $91.13 in 1996 to
$90.48 in 1997.
Food and beverage revenues decreased from $1,841,682 in 1996
to $1,775,267 in 1997. This decrease was mainly due to less people
eating and drinking in the Hotel.
Alpine Slide revenues decreased from $460,267 in 1996 to
$422,464 in 1997. This decrease is attributed to less people
riding the slide.
Revenues from skiing decreased from $716,641 in 1996 to
$644,563 in 1997.
Rental of condominiums owned by others provided revenues of
$1,388,913 in 1996 compared to $1,466,133 in 1997. More people
desired to stay in condominiums in 1997.
Telephone revenue increased from $83,893 in 1996 to $94,383 in
1997.
Administrative expenses increased from $586,822 in 1996 to
$631,555 in 1997.
Marketing expenses decreased from $378,601 in 1996 to $339,674
in 1997. Personnel and advertising costs decreased while operating
expenses increased.
Maintenance costs increased from $330,426 in 1996 to $403,388
in 1997.
Room expenses decreased from $1,372,627 in 1996 to $1,218,790
in 1997. Linens, data processing, agency commissions, courtesy car
desk supplies and cable television increased. Fewer rooms were
rented in 1997 than in 1996.
Energy costs increased from $310,549 in 1996 to $342,720 in
1997.
Property taxes and insurance increased from $171,914 in 1996
to $187,966 in 1997.
Interest payments increased from $710,624 in 1996 to $713,081
in 1997.
Management fees based on gross revenues increased from
$181,779 in 1996 to $182,861 in 1997.
Condominium expenses increased from $1,213,665 in 1996 to
$1,274,603 in 1997.
Depreciation decreased from $750,276 in 1996 to $640,586 in
1997.
An allowance of $1,000,000 has been established to reduce the
Snow King Resort Center, Inc. account receivable in 1997.
Provision for bad debts increased from $5,790 in 1996 to
$6,000 in 1997.
1996 vs. 1995
Overall - 1996 ended with a net loss of $281,812 compared to
a net loss of $143,424 in 1995.
Major items contributing to the 1996 loss were:
1. Operating income of the Oil and Gas Segment increased from
$24,917 in 1995 to $25,150 in 1996.
2. Operating income of the Snow King Resort segment decreased
from $504,250 in 1995 to $351,654 in 1996. Revenues increased from
$8,518,936 in 1995 to $8,529,989 in 1996. Operating expenses
increased from $8,014,686 in 1995 to $8,178,335 in 1996, caused
mainly from various operating costs.
3. Other revenue decreased from $21,096 in 1995 to $4,945 in
1996. This decrease was from a decreased gain on sale of assets.
Oil and Gas Segment
Please refer to Item 1. above.
Snow King Resort Segment
Room revenues decreased from $4,153,055 in 1995 to $3,934,957
in 1996. The average room rate increased from $89.87 in 1995 to
$91.13 in 1996.
Food and beverage revenues decreased from $1,876,746 in 1995
to $1,841,682 in 1996. This increase was mainly due to less people
eating and drinking in the Hotel.
Alpine Slide revenues increased from $401,898 in 1995 to
$460,267 in 1996. This increase is attributed to more people
riding the slide and an increase in price.
Revenues from skiing increased from $562,591 in 1995 to
$716,641 in 1996.
Rental of condominiums owned by others provided revenues of
$1,287,211 in 1995 compared to $1,388,913 in 1996. More people
desired to stay in condominiums in 1996.
Telephone revenue decreased from $84,694 in 1995 to $83,893 in
1996.
Administrative expenses decreased from $589,596 in 1995 to
$586,822 in 1996.
Marketing expenses decreased from $398,149 in 1995 to $378,601
in 1996. Personnel and advertising costs decreased while operating
expenses increased.
Maintenance costs decreased from $344,688 in 1995 to $330,426
in 1996.
Room expenses increased from $1,343,372 in 1995 to $1,372,627
in 1996. Linens, data processing, agency commissions, courtesy
car, desk supplies and cable television increased. Fewer rooms
were rented in 1996 than in 1995.
Energy costs decreased from $319,342 in 1995 to $310,549 in
1996.
Property taxes and insurance increased from $161,329 in 1995
to $171,914 in 1996.
Interest payments increased from $689,403 in 1995 to $710,624
in 1996.
Management fees based on gross revenues decreased from
$182,200 in 1995 to $181,779 in 1996.
Condominium expenses decreased from $1,366,016 in 1995 to
$1,213,665 in 1996.
Depreciation increased from $615,981 in 1995 to $750,276 in
1996.
Amortized loan fees in 1995 were $69,250 and $101,476 in 1996.
Provision for bad debts increased from $3,931 in 1995 to
$5,790 in 1996.
Impact of Inflation
For the two most recent fiscal years inflation and changing
prices have not had a detrimental impact on revenues or net
income.
WSC has generally been able to raise its prices to counteract cost
increases without adversely affecting demand for its products and
services.
Item 7. Financial Statements.
Independent Auditor's Report F-1 to F-2
Financial Statements:
Consolidated Balance Sheets F-3
Consolidated Statements of Shareholders' Equity F-4
Consolidated Statements of Operations F-5
Consolidated Statements of Cash Flow F-6 to F-7
Supplemental Schedules:
Schedule of Property, Equipment and Intangible
Assets (1997) - Schedule A F-8
Schedule of Accumulated Depreciation, Depletion
and Amortization (1997) - Schedule A-1 F-9
Schedule of Property, Equipment and Intangible
Assets (1996) - Schedule B F-10
Schedule of Accumulated Depreciation, Depletion
and Amortization (1996) - Schedule B-1 F-11
Schedule of Property, Equipment and Intangible
Assets (1995) - Schedule C F-12
Schedule of Accumulated Depreciation, Depletion
and Amortization (1995) - Schedule C-1 F-13
Notes to Consolidated Financial Statements F-14 to F-27
CLIFFORD H. MOORE AND COMPANY
Certified Public Accountants
205 South Broadway
Riverton, Wyoming 82501
1-307-856-9214
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors
and Stockholders of
Western Standard Corporation
We have audited the accompanying consolidated balance sheets
of Western Standard Corporation and Subsidiaries as of December 31,
1997 and 1996, and the related consolidated statements of
shareholders' equity, operations, and cash flows, for the years
ended December 31, 1997, 1996 and 1995. These financial statements
are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
The Company has not presented oil and gas reserve quantities
and changes in those reserve quantities that the Financial
Accounting Standards Board (FASB) has determined in FASB Statement
Number 19 (Financial Accounting and Reporting by Oil and Gas
Producing Companies) is necessary to supplement, although not
required to be part of, the basic financial statements. The
Company has also not presented certain information required by
Regulation S-X (210. 4-10) of the Securities and Exchange
Commission regarding certain disclosures for oil and gas producing
activities.
F-1
Western Standard Corporation
Page 2
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of
Western Standard Corporation and Subsidiaries as of December 31,
1997 and 1996, and the results of their operations and cash flows
for the years ended December 31, 1997, 1996 and 1995, in conformity
with generally accepted accounting principles.
Our examinations were made for the purpose of expressing an
opinion on the basic financial statements taken as a whole. The
supplemental schedules listed in the index of financial statements
are presented for purposes of complying with the Securities and
Exchange Commission's rules and regulations under the Securities
Exchange Act of 1934 and are not otherwise a required part of the
basic financial statements. The supplemental schedules have been
subjected to the auditing procedures applied in the examinations of
the basic financial statements and, in our opinion, fairly state in
all material respects the financial data required to be set forth
therein in relation to the basic financial statements taken as a
whole.
/s/ Clifford H. Moore and Co.
Certified Public Accountants
March 13, 1998
Riverton, Wyoming
F-2
WESTERN STANDARD CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1997 AND 1996
ASSETS
1997 1996
CURRENT ASSETS:
Cash $ 382,162 $ 159,922
Accounts receivable (net of
allowance for doubtful accounts
of $13,480 in 1997; $11,618 in
1996) 167,996 196,057
Inventories 47,194 41,610
Prepaid expenses 204,055 182,849
Total current assets $ 801,407 $ 580,438
PROPERTY AND EQUIPMENT:
At cost net of accumulated
depreciation of $3,934,552 and
$3,377,316 in 1997 and 1996,
respectively (Schedules A and B) $ 8,135,847 $ 8,485,711
OTHER ASSETS:
Restricted cash (Note 4) $ 18,298 $ 20,580
Account receivable-Snow King Resort
Center, Inc. (Note 8 and Note 13) 1,135,896 1,035,118
Allowance for doubtful receivable
(Note 13) ( 1,000,000) -0-
Leasehold interest, net of
amortization (Note 9) 36,041 37,457
Other receivables-officer (Note 8) 10,900 10,732
Other (Note 3) 101,807 100,444
Total other assets $ 302,942 $ 1,204,331
TOTAL ASSETS $ 9,240,196 $ 10,270,480
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable $ 681,766 $ 498,465
Accrued expenses 454,149 371,200
Advance deposits 472,645 488,705
Current maturity of debt (Note 4) 1,026,062 945,373
Total current liabilities $ 2,634,622 $ 2,303,743
LONG-TERM LIABILITIES:
Long-term debt (Note 4) $ 5,687,041 $ 5,961,031
Fee payable - officer (Note 8) 90,000 90,000
Total long-term liabilities $ 5,777,041 $ 6,051,031
MINORITY INTEREST IN SUBSIDIARY $ 2,164,715 $ 2,441,460
SHAREHOLDERS' EQUITY (DEFICIT):
Common stock, $.05 par value,
10,000,000 shares authorized,
9,965,015 shares issued and
outstanding at December 31,
1997 and 1996 $ 401,201 $ 401,201
Capital in excess of par value 3,334,801 3,334,801
Accumulated deficit ( 5,072,184)( 4,261,756)
Total shareholders' equity
(deficit) ($ 1,336,182)($ 525,754)
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY (DEFICIT) $ 9,240,196 $ 10,270,480
The accompanying notes to financial statements
are an integral part of these statements.
F-3
WESTERN STANDARD CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
Capital Total
Shares Capital in excess share-
out- stock of Accumulated holders'
standing common par value deficit equity
BALANCE,
12/31/94 9,965,015 $401,201 $3,334,801 ($3,836,520)($ 100,518)
1995 net
loss -0- -0- -0- ( 143,424)( 143,424)
BALANCE,
12/31/95 9,965,015 $401,201 $3,334,801 ($3,979,944)($ 243,942)
1996 net
loss -0- -0- -0- ( 281,812)( 281,812)
BALANCE,
12/31/96 9,965,015 $401,201 $3,334,801 ($4,261,756)($ 525,754)
1997 net
loss -0- -0- -0- ( 810,428)( 810,428)
BALANCE,
12/31/97 9,965,015 $401,201 $3,334,801 ($5,072,184)($1,336,182)
The accompanying notes to financial statements
are an integral part of these statements.
F-4
WESTERN STANDARD CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
1997 1996 1995
REVENUES:
Snow King Resort $ 8,522,295 $ 8,529,989 $ 8,518,936
Oil and gas interests
(Note 10) 27,880 52,922 50,090
Rentals 1,081 590 500
Interest 7,653 4,316 4,307
Other -0- 39 -0-
Gain on assets sold 114,410 -0- 16,289
Total revenues $ 8,673,319 $ 8,587,856 $ 8,590,122
EXPENSES:
Snow King Resort
operating $ 7,342,616 $ 7,460,897 $ 7,324,106
Oil and gas interests 16,555 27,772 25,173
Amortization 24,586 99,537 70,668
Depreciation 622,970 612,156 616,402
Provision for doubtful
accounts 6,000 5,790 3,931
Other 46,810 45,650 43,736
Interest 700,956 699,929 689,403
Total expenses $ 8,760,493 $ 8,951,731 $ 8,773,419
NET LOSS BEFORE
EXTRAORDINARY ITEM ($ 87,174)($ 363,875)($ 183,297)
Extraordinary Item:
Provision for Snow King
Resort Center receivable
collectibility ( 1,000,000) -0- -0-
Net loss before provision
for income tax ($ 1,087,174)($ 363,875)($ 183,297)
Provision for income tax -0- -0- -0-
NET LOSS ($ 1,087,174)($ 363,875)($ 183,297)
Minority interest in loss
of subsidiary 276,746 82,063 39,873
NET LOSS ($ 810,428)($ 281,812)($ 143,424)
LOSS PER COMMON SHARE
(Computed on the
weighted average number
of shares outstanding
for the year) ($ .0813)($ .0283)($ .0144)
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 9,965,015 9,965,015 9,965,015
The accompanying notes to financial statements
are an integral part of these statements.
F-5
WESTERN STANDARD CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
1997 1996 1995
INCREASE (DECREASE) IN
CASH:
Cash flows from operating
activities:
Cash received from
customers $ 8,563,259 $ 8,650,264 $ 8,529,701
Cash paid to suppliers
and employees ( 7,193,242)( 7,884,728)( 7,798,179)
Interest received 7,653 4,317 4,307
Interest paid ( 700,956)( 699,929)( 689,403)
Net cash provided
by operations $ 676,714 $ 69,924 $ 46,426
Cash flows from investing
activities:
(Payments to) decrease
in restricted cash
capital expenditure
account $ 2,282 ($ 18,425)($ 48)
Sales of assets 130,660 -0- 315,000
Investment related
corporation ( 1,856)( 3,324) -0-
Capital expenditures ( 289,356)( 338,292)( 508,309)
Investment/repayment
Snow King Center ( 100,778) 5,865 ( 120,684)
Condominium construction
costs -0- -0- ( 13,305)
Net cash provided
(used) by investing
activities ( 259,048)($ 354,176)($ 327,346)
Cash flows from financing
activities:
Borrowing from banks and
leasing companies $ 1,083,870 $ 2,520,451 $ 1,081,132
Stock issued for cash -0- -0- 130,200
Principal payments to
banks, officers, and
leasing companies ( 1,277,171)( 2,156,611)( 923,221)
Payment of loan fees ( 2,125)( 105,365)( 6,200)
Net cash provided
(used) by financing
activities ( 195,426) $ 258,475 $ 281,911
Net increase (decrease)
in cash 222,240 ($ 25,777) $ 991
Cash at beginning of year 159,922 185,699 184,708
Cash at end of year $ 382,162 $ 159,922 $ 185,699
Cash consists of cash on hand and cash in unrestricted bank
accounts and short term cash investments.
(continued on page F-7)
F-6
WESTERN STANDARD CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Continued)
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
1997 1996 1995
RECONCILIATION OF NET
INCOME TO NET CASH PROVIDED
BY OPERATING ACTIVITIES:
Net income (loss) ($ 810,428) ($ 281,812) ($ 143,424)
Adjustments to reconcile
net income to net cash
provided (used) by
operating activities:
Depreciation and
amortization 647,556 708,898 687,070
Increase (decrease)
in advance deposits ( 16,060) ( 44,173) 107,404
(Increase) decrease in
accounts receivable 28,061 65,714 ( 39,196)
(Increase) decrease in
prepaid expenses ( 21,206) ( 17,548) 28,284
Decrease (increase) in
inventories ( 5,584) 13,657 ( 2,056)
Decrease in other assets -0- -0- -0-
(Decrease) increase in
accounts payable and
accrued expenses 266,251 ( 292,079) ( 534,865)
Gain on assets sold ( 114,410) -0- ( 16,290)
Sno-Devils receivable ( 20,552) -0- -0-
Provision for Snow King
Resort Center
receivable 1,000,000 -0- -0-
Accrued interest-
officer note ( 168) ( 670) ( 628)
Allocation of minority
interest in subsidiary
income or loss ( 276,746) ( 82,063) ( 39,873)
Net cash provided by
operations $ 676,714 $ 69,924 $ 46,426
The accompanying notes to financial statements
are an integral part of these statements.
F-7
Schedule A
WESTERN STANDARD CORPORATION AND SUBSIDIARIES
PROPERTY, EQUIPMENT AND INTANGIBLE ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1997
Balance at Balance at
beginning Additions Retire- end
Classification of period at cost ments of period
PROPERTY AND
EQUIPMENT:
Land $ 1,383,088 $ 87,678 $ 6,250 $ 1,464,516
Mineral claims
and leases 500 -0- -0- 500
Producing oil
and gas
interests 323,562 -0- 57,843 265,719
Machinery and
equipment 135,569 -0- 17,891 117,678
Hotel building
improvements 6,887,975 97,336 -0- 6,985,311
Hotel furniture
and fixtures 3,132,333 104,342 -0- 3,236,675
$ 11,863,027 $ 289,356 $ 81,984 $ 12,070,399
Property and equipment $ 12,070,399
Accumulated depreciation (Schedule A-1) ( 3,934,552)
Property and equipment net of accumulated
depreciation $ 8,135,847
Amortizable Assets:
Costs of acquiring
ski shelter
lease $ 42,538 $ -0- $ -0- $ 42,538
Accumulated amortization ( 6,497)
Net $ 36,041
Prepaid loan fees $ 409,248 $ 2,125 $ 320,013 $ 91,360
Accumulated amortization ( 23,170)
Net $ 68,190
The accompanying notes to financial statements
are an integral part of these statements.
F-8
Schedule A-1
WESTERN STANDARD CORPORATION AND SUBSIDIARIES
ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION
OF PROPERTY, EQUIPMENT AND INTANGIBLE ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1997
Depreciation
and amorti-
zation
Balance at charged to Balance at
beginning costs and Retire- end
Description of period expenses ments of period
PROPERTY AND
EQUIPMENT:
Producing oil
and gas
interests $ 294,024 $ -0- $ 47,843 $ 246,181
Machinery and
equipment 124,633 -0- 17,891 106,742
Hotel building
improvements 992,871 230,786 -0- 1,223,657
Hotel furniture
and fixtures 1,965,788 392,184 -0- 2,357,972
$ 3,377,316 $ 622,970 $ 65,734 $ 3,934,552
AMORTIZATION:
Leasehold
interest $ 5,081 $ 1,416 $ -0- $ 6,497
Loan fees $ 320,013 $ 23,170 $ 320,013 $ 23,170
The accompanying notes to financial statements
are an integral part of these statements.
F-9
Schedule B
WESTERN STANDARD CORPORATION AND SUBSIDIARIES
PROPERTY, EQUIPMENT AND INTANGIBLE ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1996
Balance at Balance at
beginning Additions Retire- end
Classification of period at cost ments of period
PROPERTY AND
EQUIPMENT:
Land $ 1,312,626 $ 70,462 $ -0- $ 1,383,088
Mineral claims
and leases 500 -0- -0- 500
Producing oil
and gas
interests 323,562 -0- -0- 323,562
Machinery and
equipment 135,569 -0- -0- 135,569
Hotel building
improvements 6,798,165 89,810 -0- 6,887,975
Hotel furniture
and fixtures 2,954,313 178,020 -0- 3,132,333
$ 11,524,735 $ 338,292 $ -0- $ 11,863,027
Property and equipment $ 11,863,027
Accumulated depreciation (Schedule B-1) ( 3,377,316)
Property and equipment net of accumulated
depreciation $ 8,485,711
Amortizable Assets:
Costs of acquiring
ski shelter
lease $ 42,538 $ -0- $ -0- $ 42,538
Accumulated amortization ( 5,081)
Net $ 37,457
Prepaid loan fees $ 303,883 $ 105,365 $ -0- $ 409,248
Accumulated amortization ( 320,013)
Net $ 89,235
The accompanying notes to financial statements
are an integral part of these statements.
F-10
Schedule B-1
WESTERN STANDARD CORPORATION AND SUBSIDIARIES
ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION
OF PROPERTY, EQUIPMENT AND INTANGIBLE ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1996
Depreciation
and amorti-
zation
Balance at charged to Balance at
beginning costs and Retire- end
Description of period expenses ments of period
PROPERTY AND
EQUIPMENT:
Producing oil
and gas
interests $ 294,024 $ -0- $ -0- $ 294,024
Machinery and
equipment 124,588 45 -0- 124,633
Hotel building
improvements 770,285 225,381 ( 2,795) 992,871
Hotel furniture
and fixtures 1,579,058 386,730 -0- 1,965,788
$ 2,767,955 $ 612,156 ($ 2,795) $ 3,377,316
AMORTIZATION:
Leasehold interest $ 3,663 $ 1,418 $ -0- $ 5,081
Loan fees $ 221,894 $ 98,119 $ -0- $ 320,013
The accompanying notes to financial statements
are an integral part of these statements.
F-11
Schedule C
WESTERN STANDARD CORPORATION AND SUBSIDIARIES
PROPERTY, EQUIPMENT AND INTANGIBLE ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1995
Balance at Balance at
beginning Additions Retire- end
Classification of period at cost ments of period
PROPERTY AND
EQUIPMENT:
Land $ 1,270,383 $ 42,243 $ -0- $ 1,312,626
Mineral claims
and leases 500 -0- -0- 500
Producing oil
and gas
interests 323,562 -0- -0- 323,562
Machinery and
equipment 135,569 -0- -0- 135,569
Hotel building
improvements 6,520,868 277,297 -0- 6,798,165
Hotel furniture
and fixtures 2,765,544 188,769 -0- 2,954,313
$ 11,016,426 $ 508,309 $ -0- $ 11,524,735
Property and equipment $ 11,524,735
Accumulated depreciation (Schedule C-1) ( 2,767,955)
Property and equipment net of accumulated
depreciation $ 8,756,780
Amortizable Assets:
Costs of acquiring
ski shelter
lease $ 42,538 $ -0- $ -0- $ 42,538
Accumulated amortization ( 3,663)
Net $ 38,875
Prepaid loan fees $ 297,683 $ 6,200 $ -0- $ 303,883
Accumulated amortization ( 221,894)
Net $ 81,989
The accompanying notes to financial statements
are an integral part of these statements.
F-12
Schedule C-1
WESTERN STANDARD CORPORATION AND SUBSIDIARIES
ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION
OF PROPERTY, EQUIPMENT AND INTANGIBLE ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1995
Depreciation
and amorti-
zation
Balance at charged to Balance at
beginning costs and Retire- end
Description of period expenses ments of period
PROPERTY AND
EQUIPMENT:
Producing oil
and gas
interests $ 294,024 $ -0- $ -0- $ 294,024
Machinery and
equipment 124,167 421 -0- 124,588
Hotel building
improvements 536,038 234,247 -0- 770,285
Hotel furniture
and fixtures 1,197,324 381,734 -0- 1,579,058
$ 2,151,553 $ 616,402 $ -0- $ 2,767,955
AMORTIZATION:
Leasehold interest $ 2,245 $ 1,418 $ -0- $ 3,663
Loan fees $ 152,644 $ 69,250 $ -0- $ 221,894
The accompanying notes to financial statements
are an integral part of these statements.
F-13
WESTERN STANDARD CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996
NOTE 1: HISTORY OF THE COMPANY:
The Company was incorporated under the laws of the State of
Wyoming in 1955. It acquired oil, gas and mineral properties which
were assigned to other operators with the Company retaining a
royalty position in the properties assigned.
In 1971 and 1972, the Company acquired real estate, including
the Snow King ski area in Jackson, Wyoming, land and improvements
adjacent to Ocean Lake, Fremont County, Wyoming, and producing oil
and natural gas interests. Construction of a hotel-convention
center began in Jackson during 1973. The complex was operational
in early 1976 and was completed in 1977.
In 1981, 50% of the Snow King area and the convention center
was sold to Pick-Jackson Corp. and the remaining 50% was
transferred to two partnerships.
On March 13, 1992, the Snow King Resort was reacquired by a
subsidiary of Western Standard Corporation.
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Fixed Assets:
The company capitalizes those additions and betterments which
increase the useful lives of its assets and expenses repair and
maintenance items.
When items are disposed of, their cost is removed from the
accounts along with the accumulated depreciation and the resulting
gain or loss is reflected in the income statement.
Oil and Gas Revenue:
Oil and gas revenue and expenditures are accounted for using
the successful efforts method. This method of accounting for oil
and gas properties capitalizes only those costs directly associated
with proven reserves.
Depreciation, Depletion and Amortization:
Depreciation, depletion and amortization on oil and gas
properties are computed using the straight-line method. Other
depreciable assets are depreciated by the straight-line method over
the estimated useful lives of the assets as follows: equipment, 3
to 10 years; buildings and improvements, 10 to 30 years; the hotel
building, 37.5 years; and the new chair lift, 40 years.
F-14
WESTERN STANDARD CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Continued:
Inventories:
Food and beverage inventories at the hotel are carried at
cost, computed on a first-in, first-out basis.
Affiliates:
The consolidated financial statements include the accounts of
Western Standard Corporation and its wholly owned subsidiary,
Western Recreation Corporation. Western Standard owns 76.43% of
its subsidiary, Snow King Resort, Inc. Snow King Resort, Inc.'s
transactions are included in the consolidated financial
statements.
All significant intercompany transactions and accounts have been
eliminated.
Snow King Resort, Inc. acquired fixed assets and operating
assets and liabilities in several transactions closing on March 13,
1992.
Substantially all the assets and liabilities of Snow King,
Incorporated were acquired for 9,500 shares of Class B stock of
Snow King Resort, Inc. These assets and liabilities were recorded
at Snow King, Incorporated's book value on Snow King Resort, Inc.'s
books because they were acquired from a related corporation. These
assets and liabilities consisted of cash, accounts receivable,
other assets, fixed assets and accumulated depreciation, accounts
payable, advance deposits, other liabilities, leases payable and
notes payable. Snow King, Incorporated was subsequently
liquidated.
Snow King Resort, Inc. issued 2,500 shares of Class B stock to
Western Standard for Western Standard's 50% interest in the assets
of Snow King Partnership. These assets consist of land, buildings
and ski lifts. No value was assigned to these assets because they
were acquired at Western Standard's basis of zero.
Snow King Resort, Inc. borrowed $5,000,000 from ORIX USA and
Jackson State Bank, issued $2,072,000 in convertible debentures,
and sold $112,000 in Class A stock to outside investors in order to
purchase the hotel building, land, and furniture and fixtures from
the owner, Americana Hotels Realty Corporation (AHRC) for the total
purchase price of $6,000,000. Snow King Resort, Inc. paid $350,000
to AHRC for its remaining 50% interest in Snow King Partnership's
assets. The convertible debentures were converted into Class A
preferred stock in Snow King Resort, Inc. in 1994.
As a condition of the making of the ORIX loan, Western
Standard Corporation and Snow King, Incorporated have placed all
F-15
WESTERN STANDARD CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Continued:
their shares of Class B common stock of Snow King Resort, Inc. into
a voting trust, granting to Manuel B. Lopez the sole right to vote
such shares for the duration of the voting trust. The initial term
of the voting trust is ten years, and may be extended for
subsequent ten-year periods by the consent of Western Standard
Corporation and Mr. Lopez.
Accrued Vacation:
Accrued expenses include accrued vacation liability of $78,006
and $92,818 at December 31, 1997 and 1996, respectively, for the
employees of Snow King Resort, Inc.
Use of Estimates:
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities, disclosure of contingent assets and
liabilities at the date of the financial statements, and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
Concentrations of Risk:
Western Standard and its subsidiaries maintain cash in bank
deposit accounts which, at times, may exceed federally insured
limits. The Company has not experienced any losses in such
accounts.
NOTE 3: OTHER ASSETS:
Other assets include:
1997 1996
Investment in stock (Snow King
Resort Center and other) $ 11,902 $ 10,046
Prepaid loan fees, net of
amortization 68,190 89,235
Incorporation costs 1,163 1,163
Account receivable, Sno-Devils
Snowmobile Club, USFS Fees
(Note 12) 20,552 -0-
$ 101,807 $ 100,444
F-16
WESTERN STANDARD CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996
NOTE 4: LONG AND SHORT TERM DEBT:
Inte- Portion due
1997: rest within Long term
Security rate Balance one year portion
Leases:
Sulcus
Hospitality,
monthly
payments Restaurant
$1,351 computers 15.4% $ 29,524 $ 13,362 $ 16,162
ORIX
telephone
lease,
monthly
payments Telephone
$3,062 equipment 10% 74,032 30,936 43,096
Sulcus
Hospitality,
Additional
monthly
payments
$141 equipment 12.9% 2,763 1,439 1,324
Wyoming.com
LLC, monthly
payments Internet
$127 equipment 6.1% 1,221 1,221 -0-
ORIX
telephone
lease,
monthly
payments Additional
$455 equipment 9% 10,553 4,576 5,977
Xerox Corp.,
monthly
payments $346 Copier 15.4% 6,321 3,402 2,919
Xerox Corp.,
monthly
payments $89 Copier 9.38% 2,349 931 1,418
Total leases $ 126,763 $ 55,867 $ 70,896
F-17
WESTERN STANDARD CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996
NOTE 4: LONG AND SHORT TERM DEBT: Continued:
Inte- Portion due
1997: rest within Long term
Security rate Balance one year portion
Notes Payable:
ORIX/Jackson
State Bank, Land,
monthly buildings,
payments furniture
$66,559 and fixt. 10.125% $ 5,831,876 $ 218,174 $ 5,613,702
AICCO
Insurance
financing 7% 122,424 122,424 -0-
General Motors
Acceptance
Corporation,
monthly
payments 1993 Chev.
$541 truck 7.9% 5,719 5,719 -0-
Bank of
Jackson Hole,
Shareholder
line of Shareholder Prime
credit guarantees +.5% 620,000 620,000 -0-
Dealers
Credit
Corp.,
monthly
payments
$361 Exmark mower 9.8% 6,321 3,878 2,443
Total notes payable $ 6,586,340 $ 970,195 $ 5,616,145
TOTAL LONG AND SHORT
TERM DEBT $ 6,713,103 $ 1,026,062 $ 5,687,041
F-18
WESTERN STANDARD CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996
NOTE 4: LONG AND SHORT TERM DEBT: Continued:
Inte- Portion due
1996: rest within Long term
Security rate Balance one year portion
Leases:
Sulcus
Hospitality,
monthly
payment Restaurant
$1,351 computers 15.4% $ 41,388 $ 11,863 $ 29,525
Nautilus
Internat'l.,
monthly
payments Exercise
$365 equipment 12% 4,300 4,086 214
ORIX
telephone
lease,
monthly
payments Telephone
$3,062 equipment 10% 102,152 28,121 74,031
Sulcus
Hospitality,
monthly
payments Additional
$141 equipment 12.9% 4,040 1,277 2,763
Wyoming.com
LLC, monthly
payments Internet
$127 equipment 6.1% 2,557 1,336 1,221
ORIX
telephone
lease,
monthly
payments Additional
$455 equipment 9% 14,682 4,129 10,553
Xerox Corp.,
monthly
payments $346 Copier 15.4% 9,236 2,915 6,321
Total leases $ 178,355 $ 53,727 $ 124,628
F-19
WESTERN STANDARD CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996
NOTE 4: LONG AND SHORT TERM DEBT: Continued:
Inte- Portion due
1996: rest within Long term
Security rate Balance one year portion
Notes Payable:
ORIX/Jackson
monthly
payments
approximately
$53,000 Land,
($66,500 buildings
after furniture
4/15/96) and fixt. 10.125% $ 6,029,126 $ 197,250 $ 5,831,876
AICCO
Insurance
financing 5.82% 138,521 138,521 -0-
General
Motors
Acceptance
Corporation,
monthly
payments 1993 Chev.
$541 truck 7.9% 10,402 5,875 4,527
Jackson JSB
State Bank base
line of Shareholder rate
credit guarantees +.5% 550,000 550,000 -0-
Total notes payable $ 6,728,049 $ 891,646 $ 5,836,403
TOTAL LONG AND SHORT
TERM DEBT $ 6,906,404 $ 945,373 $ 5,961,031
F-20
WESTERN STANDARD CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996
NOTE 4: LONG AND SHORT TERM DEBT: Continued:
Snow King Resort, Inc. is required to make
monthly deposits
equalling three percent of sales to a capital expenditure account
for replacements and improvements. The balance of this account was
$1,070 and $4,692 at December 31, 1997 and 1996, respectively.
Debt maturities over the next four years are as follows (see Note
11 for lease maturities):
1998 $ 970,195
1999 243,763
2000 266,919
2001 5,105,463
$ 6,586,340
Manuel B. and Deborah Lopez are guarantors on the ORIX debt to
the extent of one million dollars. Snow King Resort pays them
guarantor's fees of $1,000 per month.
The ORIX/Jackson State Bank mortgage was modified April 15,
1996. The modification included additional borrowing of $1,166,400
which increased the total note balance to $6,150,000. The maturity
date was extended to March 13, 2001. The interest rate was revised
to a fixed rate of 10.125%. The proceeds of the additional
borrowings were used to pay Jackson State Bank loans, property
taxes, and loan fees.
The loan agreement requires Snow King Resort, Inc. to fund a
property tax reserve account for the payment of property taxes.
This account had a balance of $17,228 at December 31, 1997.
The loan agreement restricts payment of dividends or other
payments to shareholders during the loan term. The assets of Snow
King Resort, Inc. are thus unavailable for use by its parent for
loans or dividends. The September, 1994 loan modification
agreement allows only $100,000 in annual subsidy to Snow King
Resort Center, Inc. In 1996, Snow King Resort, Inc. advanced
$179,410 to Snow King Resort Center. Snow King Resort Center sold
its liquor license for $199,376; the proceeds of which were
received by Snow King Resort, Inc. as a reduction of the Center
receivable. In 1997, Snow King Resort, Inc. advanced $100,777 to
Snow King Resort Center.
F-21
WESTERN STANDARD CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996
NOTE 4: LONG AND SHORT TERM DEBT: Continued:
Short term borrowings information:
1997 1996
Balance at end of year $ 742,424 $ 688,521
Range of interest rates 5.82% - 10% 5.82% - 10%
Maximum outstanding $ 894,931 $ 1,409,956
Average outstanding, computed
by weighted average of end
of month balances $ 677,800 $ 863,057
Weighted average interest rate
computed by weighted average
interest due, divided by
average note balance 8.8% 8.8%
Loans included in this computation were the Jackson State Bank
and Bank of Jackson Hole lines of credit, and AFCO and AICCO
Insurance financing.
NOTE 5: OPTIONS ON LOVE LAND:
During 1995, the Resort entered into an option agreement with
J. David Love and Jane M. Love to purchase approximately one-half
acre of land. Option payments of $9,000 every three months after
1995 enable the Resort to purchase the land for $396,800 on or
before July 15, 1997. All option payments due were made in 1997
and 1996. The option agreement was modified in 1997. Payments of
$66,200 extended the option term and lowered the land price to
$346,800. Payments of $7,800 every three months will enable the
Resort to exercise the option at any time before October 15, 1999.
Through December, 1997, the Resort has paid $145,900 in option
payments which have been recorded as land cost.
NOTE 6: STOCK OPTION AND STOCK BONUS PLAN:
During 1972, the Board of Directors approved a Stock Bonus Plan
of indefinite term whereby certain officers and key employees were
granted shares of the Company's common stock for services rendered
during the year, based on their salaries and in some cases their
length of service with the Company.
Under this Plan, shares have been granted in prior years. No
stock bonuses were issued in 1997 or 1996. The Plan provides that,
at the discretion of the Executive Committee of the Board of
Directors, a cash bonus in the approximate amount of the income tax
related to the stock bonus may be paid to such employees. No such
cash bonuses have been paid as of December 31, 1997.
F-22
WESTERN STANDARD CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996
NOTE 6: STOCK OPTION AND STOCK BONUS PLAN: Continued:
Snow King Resort, Inc. has granted an option to purchase up to
3,000 shares of Class B common stock of Snow King Resort, Inc. to
Manuel and Deborah Lopez. The option price has been set at $140
per share. The option was not exercised in 1997 or 1996.
NOTE 7: FEDERAL INCOME TAXES:
Western Standard Corporation and its subsidiaries filed
consolidated income tax returns in 1993 and prior years. Since
Western Standard's ownership in Snow King Resort, Inc. dropped
below 80% in 1994, separate income tax returns for Snow King
Resort, Inc. were filed after that year. Western Standard's net
operating loss carryover at December 31, 1997 is approximately
$477,000, which will begin to expire in 2000 if not used.
Snow King Resort, Inc. succeeded to the net operating loss of
Snow King, Incorporated of approximately $999,000. The net
operating loss carryovers from Snow King, Incorporated have limited
deductibility of approximately $86,000 per year. Snow King Resort,
Inc. also acquired the investment credit and jobs credit carryovers
of Snow King, Incorporated. Investment credit carryovers of $3,587
remained at December 31, 1997, which will expire in 2000, if not
used.
Western Standard's income tax returns through 1976 were
examined by the Internal Revenue Service in 1978, and were accepted
as filed.
The federal tax income for Western Standard and Western
Recreation is approximately $86,970 for 1997. The tax loss for
Snow King Resort, Inc. for 1997 is approximately $80,840. The
federal tax return loss for 1996 was $15,641 for Western Standard
and Western Recreation; and a $338,997 loss for Snow King Resort,
Inc. The federal tax return loss differs from net financial loss
because of depreciation differences and differences in deductions.
No deferred tax assets have been recorded for these differences
because of the Company's history of income tax losses.
NOTE 8: RELATED PARTY TRANSACTIONS:
The Resort is managed by a corporation, Snow King Resort
Management, Inc., which is controlled by two officers and directors
of Western Standard. The Resort pays a management fee of 2% of
sales to Snow King Resort Management, Inc. At December 31, 1997,
Snow King Resort, Inc. owed the management company $11,925 in
management fees.
F-23
WESTERN STANDARD CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996
NOTE 8: RELATED PARTY TRANSACTIONS: Continued:
An officer of Western Standard Corporation owes a note payable
to Western Standard which carries an interest rate of 9%. This
note has a balance of $10,000 at December 31, 1997.
Western Standard agreed to pay a fee of $100,000 to the officer
for structuring the Snow King Resort, Inc. asset purchase. $10,000
of this fee was paid in 1992, and the remaining $90,000 is shown as
a noncurrent liability on the financial statements.
The shareholders of Snow King Resort, Inc. formed a related
corporation, Snow King Resort Center, Inc., to operate and lease
the Town of Jackson's skating rink facility. The facility can be
used to house conventions, exhibitions, and large banquets. The
facility is operated in conjunction with the Resort. Western
Standard owns 49% of Snow King Resort Center, Inc. Since Western
Standard does not own a controlling interest in Snow King Resort
Center, Inc., that corporation's transactions are not included in
these consolidated statements. During 1996, Snow King Resort, Inc.
advanced $179,410 to Snow King Resort Center, Inc. During 1997,
Snow King Resort, Inc. advanced $100,777 to Snow King Resort
Center, Inc. The total amount receivable from Snow King Resort
Center, Inc. at December 31, 1997 is $1,135,896.
Western Standard's oil and gas revenues are dominated by one
buyer, 88 Oil. This buyer purchased the following amounts of oil
and gas in the following years:
1993 $ 47,008
1994 $ 39,628
1995 $ 37,621
1996 $ 25,894
1997 $ 13,149
NOTE 9: LEASEHOLD INTEREST:
Snow King Resort, Inc. acquired the leases of Snow King,
Incorporated on March 13, 1992. One lease was with the Town of
Jackson for an old ski shelter. The Town demolished the old ski
shelter and replaced it with a larger structure housing both a ski
shelter and a large skating rink. Snow King Resort, Inc. paid
costs of demolition and excavation in the amount of $21,414. Snow
King Resort, Inc. transferred 1.3 acres of land costing $21,124 to
the Town upon which to build the facility. These items were
capitalized as leasehold costs. The lease agreement was dated
April 22, 1994. The lease calls for monthly payments of $2,800 to
the Town of Jackson, and supplemental rent based on gross revenues
generated by the facility. Leasehold costs are being amortized
over the 30 year term of the lease at the rate of $1,418 per year.
F-24
WESTERN STANDARD CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996
NOTE 10: OIL AND GAS DISCLOSURES:
Western Standard's percentage royalty ownership in its oil
production wells is very small. The production from the producing
wells is nominal and has now exceeded their original reserve
estimates. Management believes that the cost of obtaining the
information for oil and gas disclosure exceeds the benefits.
Therefore, the reserve information for the required oil and gas
disclosure is not available. Western Standard is not the operator
of any of the producing wells or properties and has no control over
any of them.
All of Western Standard's oil and gas properties are located
in central Wyoming. No costs related to exploration and
development of these properties have been incurred over the past
three years. The capitalized costs for the last three years is
nil. Western Standard sold its wells in the Kaye Field, Converse
County, Wyoming, in 1997, for $70,000.
NOTE 11: LEASES:
Snow King Resort, Inc. has several lease agreements for hotel
assets. All of these agreements have been classified as capital
leases. The leases have terms of 36 to 60 months. The following
costs of equipment are included in fixed assets in accordance with
these leases in 1997 and 1996:
1997 1996
Total lease-purchased assets paid
for in prior years $ 163,157 $ 163,157
Accumulated depreciation ( 136,224) ( 128,988)
Net assets $ 26,933 $ 34,169
Total lease-purchased assets
covered by current leases $ 264,348 $ 261,558
Accumulated depreciation ( 105,406) ( 70,868)
Net assets $ 158,942 $ 190,690
F-25
WESTERN STANDARD CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996
NOTE 11: LEASES: Continued:
Presented below is a schedule by years of future minimum lease
payments under the capital leases with the principal amount net
minimum lease payments as of December 31, 1997.
Year ended December 31, 1998 $ 66,604
1999 64,907
2000 11,993
Total minimum lease payments $ 143,504
Amount representing interest ( 16,741)
Principal amount of minimum
lease payments $ 126,763
Current portion of principal amount $ 55,867
Long term portion of principal amount $ 70,896
NOTE 12: CONTINGENT LIABILITIES AND FORMER CONTINGENT LIABILITIES:
The Resort was audited by the Forest Service in 1995. The
Forest Service, in a draft report, proposed additional fees due of
$106,888, for use of Forest Service lands. The Resort protested
these additional fees. During 1997, an agreement was signed fixing
the Resort's liability for fees for 1989-1996 at $63,860. The
Sno-Devils Snowmobile Club owes the Resort $20,553 for its share
of the
USFS fees.
The Resort has guaranteed payment of Snow King Resort Center,
Inc.'s payment of additional rent on the ice skating rink to the
Town of Jackson. These payments are $2,155 per month.
NOTE 13: LIQUIDITY:
At December 31, 1997 and 1996, Snow King Resort, Inc. had
negative working capital which caused difficulties in paying its
current operating obligations. The cash flow shortfalls arose in
part because of seasonal fluctuations in sales. Other factors
contributing to the cash flow problems were cost overruns in
constructing the new chair lift, cash advances to Snow King Resort
Center, Inc., and purchases of fixed assets. These expenditures
used cash that was therefore unavailable for payment of trade
creditors. Some trade creditors have demanded payment upon
delivery of goods.
The possible effect of these conditions is that trade creditors
may no longer extend credit to the Resort, adversely affecting
operations. New vendors must be found to replace those who will
not carry the Resort account.
F-26
WESTERN STANDARD CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996
NOTE 13: LIQUIDITY: Continued:
Collection of the $1,135,896 advanced to the Snow King Resort
Center, Inc. over the last five years is dependent on future
profitable operation of that facility or future sale. It is
doubtful that the amount receivable will be collectible in the next
year. A merger of Snow King Resort Center, Inc. into Snow King
Resort, Inc. is planned. An allowance of $1,000,000 has been
established to reduce this account receivable to its estimated
realized value.
NOTE 14: INDUSTRY SEGMENT INFORMATION:
Western Standard Corporation's major operations are in oil and
gas working interests and, through Snow King Resort, Inc. its 76%
owned subsidiary, the resort industry. Selected information
concerning those industry segments is presented below:
1997 1996 1995
REVENUE - oil and gas interests $ 27,880 $ 52,922 $ 50,090
PRODUCTION COSTS ( 16,555)( 27,772)( 25,173)
OPERATING INCOME - oil and gas $ 11,325 $ 25,150 $ 24,917
IDENTIFIABLE ASSETS (at net
book value) $ 28,716 $ 38,716 $ 38,716
CAPITAL EXPENDITURES $ -0- $ -0- $ -0-
1997 1996 1995
REVENUE - Snow King
Hotel Segment $ 8,522,295 $ 8,529,989 $ 8,518,936
OPERATING INCOME $ 1,633,190 $ 1,729,946 $ 1,844,800
DEPRECIATION $ 622,970 $ 612,111 $ 615,981
IDENTIFIABLE ASSETS
(at net book value) $ 10,047,605 $ 10,163,854 $ 10,486,455
CAPITAL EXPENDITURES $ 289,356 $ 338,292 $ 508,309
F-27
Item 8. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.
WSC has not experienced a change in its independent accountants
during the two most recent fiscal years, or had disagreements with
them.
PART III.
Item 9. Directors, Executive Officers, Promoters and Control
Persons; Compliance with Section 16(a) of the Exchange Act.
Information concerning each director and executive officer of
WSC, including business experience for at least the past five
years, is as follows:
Stanford E. Clark, age 80, currently President, Treasurer,
Comptroller and a director, has been President, Vice President,
Treasurer, Comptroller and a Director of WSC from 1957 through 1969
and from 1974 to present. He has also been Vice President and a
Director of Snow King Resort Management, Inc. since 1986 and
Treasurer and a Director of Snow King Resort, Inc. since February,
1992.
Manuel B. Lopez, age 54, currently Vice President and a
director, has been a Vice President and Director of WSC since
1979.
He is also an owner of management companies, manager of Snow King
Complex, President and a Director of Snow King Resort Management,
Inc. since 1986, and President and a Director of Snow King Resort,
Inc. since February, 1992.
Richard G. Roylance, age 82, currently Secretary and a
director, has been Secretary and Director of WSC since 1969. He
was formerly a maintenance manager and is presently retired.
James M. Peck, age 34, currently a director, has been a
director of WSC since January 1, 1988. Prior to such time, he was
primarily a student and had no other business experience. Mr. Peck
also owns and operates a miniature golf course in Jackson,
Wyoming.
He recently acquired a company that provides float trips on the
Snake River near Jackson. He has been a Director and employee of
SKRI since February, 1992.
No family relationships exist between or among any of the
directors and executive officers. No director serves as a director
of any other company with a class of equity securities registered
under the Securities Exchange Act of 1934 or a company registered
as an investment company under the Investment Company Act of 1940.
No director, officer, or beneficial owner of more than ten
percent of the outstanding shares of WSC common stock failed to
file on a timely basis, as disclosed in Forms 3, 4, and 5, and any
amendments thereto, reports required by Section 16(a) of the
Securities and Exchange Act of 1934 during the fiscal year ended
December 31, 1997, or prior fiscal years, which are required to be
disclosed herein.
Item 10. Executive Compensation.
The following table sets forth cash compensation paid by WSC,
its subsidiaries and associated companies to its executive
officers; one of which received in excess of $100,000 during the
year ended December 31, 1997:
Summary Compensation Table
Other All
Name and Fiscal Annual Annual Other
Principal Position Year Salary Compensation Compensation
Stanford E. Clark 1997 $28,800 $ 600 $42,046 (1)
Chief Executive
Officer 1996 $28,800 $ 600 $40,319 (1)
Manuel B. Lopez 1997 $34,365 $ 7,138 (2) $289,734 (3)
Vice President of
WSC and Chief
Executive Officer
of SKRI 1996 $36,000 $11,287 (2) $252,695 (4)
_______________
(1) Amounts paid to Mr. Clark by SKRMI from fees paid to SKRMI
by SKRI.
(2) Incidental fringe benefits.
(3) Includes (i) $105,123 paid to Mr. Lopez by SKRMI from fees
paid to SKRMI by SKRI; (ii) $12,000 paid to Mr. Lopez by SKRI
for guaranteeing the ORIX Loan; and (iii) $172,010 in fees and
commissions paid to Mr. Lopez by SKRMI, and $600 in Director's
fees paid by WSC.
(4) Includes (i) $112,236 paid to Mr. Lopez from fees paid to
SKRMI by SKRI; (ii) $12,000 paid to Mr. Lopez by SKRI for
guaranteeing the ORIX loan; and (iii) $128,459 in fees and
commissions paid to Mr. Lopez by SKRMI.
The Company pays directors $50 per meeting attended or $600
per year, whichever is greater. Directors are also reimbursed for
reasonable out-of-pocket expenses incurred in connection with their
duties.
Item 11. Security Ownership of Certain Beneficial Owners and
Management.
As of March 15, 1998, the only persons known by WSC to own
beneficially more than 5% of the issued and outstanding common
stock of WSC were:
Amount and Nature Percent
Name and Address of Beneficial Ownership
of
of Beneficial Owner Direct (1) Indirect Class
Margaret Peck 2,672,182 1,200(2) 26.8%
1002 West Park
Riverton, Wyoming 82501
Stanford E. Clark 1,817,118 29,900(3) 18.5%
2205 West Main
Riverton, Wyoming 82501
Manuel B. Lopez 2,184,054 -- 21.9%
P.O. Box 928
Jackson, Wyoming 83001
_______________
(1) Represents shares over which the named individuals have sole
voting and investment powers.
(2) These shares are owned of record by Mrs. Peck as custodian
for her children. She may be deemed to have shared voting
and/or investment power over the shares.
(3) These shares are owned by the Merrial K. Clark Living Trust
of which Mr. Clark is the Trustee. He may be deemed to have
shared voting and/or investment power over the shares.
The following sets forth information as of March 15, 1998,
concerning each director's and executive officer's ownership of
common stock (WSC's only class of voting securities), on an
individual basis and ownership by all directors and executive
officers of WSC as a group:
Amount and Nature of Percent
Beneficial Ownership of
Name Direct Indirect Class
Stanford E. Clark 1,817,118 29,900
(1) 18.5%
Manuel B. Lopez 2,184,054 -- 21.9%
Richard G. Roylance 267,199 300(2) 2.7%
James M. Peck 20,000 -- .2%
Directors and Executive 4,288,371 30,200 43.3%
Officers as a Group
(4 persons)
_______________
(1) These shares are owned by the Merrial K. Clark Living Trust
of which Mr. Clark is the Trustee. He may be deemed to have
shared voting and/or investment power over the shares.
(2) Owned by Mr. Roylance as custodian for his son, and he may be
deemed to have shared voting and/or investment power over the
shares.
WSC is not aware of any arrangement which may result in a
change in control.
Item 12. Certain Relationships and Related Transactions.
The following describes each significant transaction or series
of similar transactions since January 1, 1991, or currently
proposed transaction, to which WSC was or is a party in which any
director or officer or affiliate of such person had or has a direct
or indirect interest.
Stanford E. Clark, President and a director of WSC, and Manuel
B. Lopez, Vice President and a director of WSC, control and
collectively own all of the outstanding capital stock of SKRMI.
SKRMI presently manages the Hotel, the Ski Area, and the Snow King
Resort Center pursuant to a management agreement with SKRI
providing for a management fee equal to 2% of gross revenues.
During 1992, Mr. Lopez borrowed $31,602 from SKRI. Of this
amount, $11,602 was repaid by Mr. Lopez and the remaining $20,000
was repaid by WSC, all in January, 1993. Upon payment of the
$20,000 by WSC, Mr. Lopez executed a note in the amount of $20,000
payable to WSC due October 16, 1993, and bearing interest at the
rate of 6.5% per annum. At December 31, 1993, $15,000 remained
unpaid along with $1,300 unpaid interest. In February, 1994, WSC
received a principal payment of $7,500. At December 31, 1995,
there remained a balance due in the amount of $10,062.01, including
interest. The balance of this note was extended to June 30, 1996.
On March 14, 1997, Mr. Lopez paid interest in the amount of
$732.14 through December 31, 1996. A new note was issued in the
amount of $10,000, to mature October 31, 1997, with interest
increased to 9%. Interest was paid to 12/31/97 and a new note in
the amount of $10,000 was signed by Mr. Lopez, effective 1/1/98,
bearing 9% interest and matures December 31, 1998.
In November, 1995, Mr. Lopez loaned $30,000 to SKRI. This
note bears interest at the rate of 9% per annum and matures March
31, 1996. This note was paid in full on February 20, 1996.
On December 28, 1995, SKRI borrowed $15,000 from WSC. This
unsecured note bears interest at the rate of 9% per annum and
matures March 31, 1996. On February 12, 1997, the interest was
paid and the maturity date extended to October 31, 1997 by a new 9%
note. Interest was paid to 12/31/97 and a new note in the amount
of $15,000 effective 1/1/98 was signed by Mr. Lopez, bearing 9%
interest and matures December 31, 1998.
In connection with the Restructuring, Manuel Lopez (along with
his wife, Deborah), and Margaret Peck each purchased 10% of the
securities sold in the Offering. Also in connection with the
Restructuring, Manuel Lopez and his wife personally guaranteed
$1,000,000 of the Loan and, pursuant to the terms of a voting
trust, Mr. Lopez has the sole right to vote the shares of SKRI
owned by WSC for a period of at least ten years. As compensation
for personally guaranteeing the Loan, Mr. Lopez and his wife
receive $1,000 per month for so long as the guarantee is in
effect.
In addition, in April, 1992, SKRI granted to Mr. Lopez and his wife
an option to purchase 3,000 shares of Class B Common Stock for a
period of ten years at a price of $140 per share.
In March, 1992, SKI paid SKRMI $75,000 as a cash bonus to be
paid to Mr. Lopez. This Bonus was granted to Mr. Lopez by SKRMI in
1990 and was ratified by SKI in 1991, and was originally to be paid
on July 5, 1990. It was paid in full March 26, 1992.
On April 5, 1991, SKP entered into a lease agreement with Wind
River Ventures, Inc. ("Wind River"), a corporation owned and
controlled by James M. Peck, a director of WSC, providing for the
lease of property later owned by SKRI, to Wind River, for the
purpose of conducting a miniature golf course business (the
"Business") on such property. The initial term of the lease is
from April 1, 1991 through March 31, 1997. The terms of the lease
have been changed; the maturity date is March 31, 2008.
Snow King Resort has leased a small building and a parking
area to Wyoming Rafting Adventures, Inc., a corporation owned by
James M. Peck, a directory of WSC, to be used in the operation of
its float trip business. The lease is for four months ending
September 15, 1998.
On March 10, 1992, WSC granted Mr. Lopez a bonus of $100,000
in recognition of his efforts in successfully completing the
Restructuring. The bonus is payable in two increments, $10,000,
which was paid in 1992 and $90,000 in the future, if and when WSC
is in a position to pay him such amount in a lump sum. The unpaid
portions of the bonus will not accrue interest.
Mr. Lopez is a cosigner on the $850,000 line of credit of SKRI
at Bank of Jackson Hole. As such, he is personally liable for the
outstanding amount of such line of credit. As of December 31,
1997, the outstanding principal amount of such line of credit was
$620,000. During the past several years, Messrs. Clark and Lopez
have each been personally liable for certain of SKI's borrowings.
In March 1993, additional shares of Class A Common Stock in
SKRI were offered for sale to the investors in SKRI at $140.00 per
share. Mr. Lopez and Margaret Peck each purchased 135 shares. A
total of 1,350 shares were sold at $140.00 per share for a total of
$189,000.00, in this offering.
In 1992, the shareholders of SKRI formed a new corporation,
Snow King Resort Center, Inc. ("SKRC"), to lease and operate the
new skating rink being built by the town of Jackson on land leased
by SKRI. WSC owns 49.0% of the outstanding common equity of SKRC.
Also, see auditor's Note number 8.
In 1992, the shareholders of SKRI, other than WSC, formed a
new limited liability company, SK Land Limited Liability Company
(SKLLC), to acquire and develop approximately five acres of land
adjacent to the Hotel (the "Project"). SKLLC has agreed to grant
an option to SKRI to acquire the Project at SKLLC's cost. WSC
declined to participate in the Project.
Item 13. Exhibits.
(a) Exhibits:
The following exhibits are filed herewith or incorporated by
reference to previously filed documents:
(3) Articles of Incorporation and Bylaws (A)
(4) Instruments defining the rights of
security holders, including indentures (B)
(9) Voting trust agreement (C)
(10) Material contracts (D)
(11) Statement re: computation of per share earnings (E)
(13) Annual or quarterly reports, Form 10-Q None
(16) Letter on change in Certifying Accountant None
(18) Letter re: change in accounting principles None
(19) Previously unfiled documents None
(22) Subsidiaries of the Registrant (F)
(23) Published report regarding matters
submitted to vote None
(24) Consents of experts and counsel None
(25) Power of Attorney None
(28) Additional exhibits (G)
(29) Information from reports furnished to
State Insurance authorities None
_______________
(A) Filed as Exhibits 90.3.1 and 90.3.2 to the Registrant's
Annual Report on From 10-K for the year ended December 31,
1990, and hereby incorporated by reference thereto.
(B) A copy of the form of Convertible Subordinated Debentures
of Snow King Resort, Inc. was filed as Exhibit 4.1 to the
Registrant's Current Report on Form 8-K, dated March 13,
1992, and is hereby incorporated by reference thereto.
Copies of the following documents were filed as exhibits to
the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1991, and are hereby incorporated by
reference thereto.
Exhibit
91.4.1
Secured Promissory Note of Snow King
Resort, Inc., dated March 13, 1992,
payable to Orix USA Corporation
91.4.2 Loan agreement, dated March 11, 1992, by
and between Snow King Resort, Inc. and
Orix USA Corporation
91.4.3 Mortgage, Security Agreement, Assignment
of Leases and Rents and Fixture Filing,
dated March 13, 1992, by Snow King Resort,
Inc. to Orix USA Corporation
91.4.4 Guaranty of Manuel B. Lopez and Deborah W.
Lopez, dated March 13, 1992
91.4.5 Assignment of Leases and Rents, dated
March 13, 1992, by and between Snow King
Resort, Inc. and Orix USA Corporation
91.4.6 Assignment Agreement (Interest Rate Cap
Agreement) Industrial Bank of Japan, dated
March 13, 1992, by and between Snow King
Resort, Inc. and Orix USA Corporation
91.4.7 Assignment of Accounts, Income and Receipts
and Security Agreement, dated March 13, 1992,
by and between Snow King Resort, Inc. and
Orix USA Corporation
91.4.8 Agreement with Respect to Assignment of
Interest - Forest Service Permits, dated
March 12, 1992, by and between Snow King
Resort, Inc. and Orix USA Corporation
91.4x Assignment in Trust - Forest Service Permit,
dated March 12, 1992, by and between Snow
King Resort, Inc. and Orix USA Corporation
91.4.10 Assignment, Subordination, and Attornment
Agreement (Resort Operating Agreement),
dated March 13, 1992, by and among Orix USA
Corporation, Snow King Resort, Inc., and
Snow King Resort Management, Inc.
91.4.11 Assignment of Town Leases, dated March 13,
1992, by and between Snow King Resort, Inc.
and Orix USA Corporation
91.4.12 Unsecured Environmental Indemnity, dated
March 5, 1992, by Snow King Resort, Inc.
in favor of Orix USA Corporation
91.4.13 Letter Agreement, dated March 11, 1992, by
and among Orix USA Corporation, Snow King
Resort, Inc., and The Industrial Bank of
Japan, Limited
91.4.14 Interest Rate and Currency Exchange Agree-
ment, dated March 11, 1992, by and between
Snow King Resort, Inc. and the Industrial
Bank of Japan Limited
91.4.15 Collateral Assignment, dated March 12,
1992, by Snow King Resort, Inc. to Orix
USA Corporation
(C) A copy of the Voting Trust Agreement, dated March 12, 1992, by
and among the Registrant, Snow King, Incorporated, and Manuel
B. Lopez, as Trustee, was filed as Exhibit 91.9.1 to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1991, and is hereby incorporated by reference
thereto.
(D) The following material contracts are incorporated herein by
reference thereto.
Exhibit
- Lease Agreement, dated August 9, 1990, by
between Snow King, Incorporated and Telerent
Leasing Corporation (filed as Exhibit 90.10.3
to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1990, and
hereby incorporated by reference thereto)
- Snow King Resort Operating Agreement, dated
March 12, 1992, by and between Snow King Resort,
Inc. and Snow King Resort Management, Inc. (filed
as Exhibit 91.10.1 to the Registrant's Annual
Report on Form 10-K for the year ended December 31,
1991, and hereby incorporated by reference thereto).
- Purchase and Sale Agreement, dated December 31,
1991, by and between Jackson Hole-AHRC Corporation,
Americana Hotels and Realty Corporation, Snow
King, Incorporated, Snow King Partnership, Snow
King Resort, Inc., the Registrant and Snow King
Resort Management, Inc. (filed as Exhibit 2.1
to the Registrant's Current Report on Form 8-K,
dated March 13, 1992, and hereby incorporated
by reference thereto)
- Purchase and Sale Agreement of SKI Leasehold
Interest and Assets, dated December 31, 1991,
by and between Snow King Resort, Inc., Snow
King, Incorporated, and Snow King Resort
Management, Inc. (filed as Exhibit 2.2 to the
Registrant's Current Report on Form 8-K, dated
March 13, 1992 and hereby incorporated by
reference thereto)
- Purchase and Sale Agreement of WSC
Partnership Interest, dated December 31, 1991, by
and between Snow King Resort, Inc., the Registrant,
and Snow King Resort Management, Inc. (filed
as Exhibit 2.3 to the Registrant's Current
Report on Form 8-K, dated March 13, 1992, and
hereby incorporated by reference thereto).
- Amendment No. 1 to Agreement of Lease, dated
December 31, 1991, by and between Jackson
Hole-AHRC Corporation and Snow King,
Incorporated (filed as Exhibit 91.10.2 to
the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1991, and
hereby incorporated by reference thereto).
- Amendment No. 1 to Mortgage, dated December 31,
1991, by and between Snow King Partnership and
Americana Hotels and Realty Corporation (filed
as Exhibit 91.10.3 to the Registrant's Annual
Report on Form 10-K for the year ended
December 31, 1991, and hereby incorporated
by reference thereto).
- Amendment No. 1 to Collateral Assignment,
dated December 31, 1991, by and between the
Registrant and Americana Hotels and Realty
Corporation (filed as Exhibit 91.10.4 to the
Registrant's Annual Report on Form 10-K for
the year ended December 31, 1991, and hereby
incorporated by reference thereto).
- Allonge to Secured Promissory Note, dated
December 1991, by and between the Registrant
and Americana Hotels and Realty Corporation
(filed as Exhibit 91.10.5 to the Registrant's
Annual Report on Form 10-K for the year ended
December 31, 1991, and hereby incorporated
by reference thereto).
(E) Not required, since information is ascertainable from the
Financial Statements.
(F) Filed herewith as Exhibit 92.22.1
_______________
(b) No reports on Form 8-K have been filed by the
registrant during the fourth quarter of the year
ended December 31, 1997.
Exhibit 92.22.1
SUBSIDIARIES OF WESTERN STANDARD CORPORATION
Name
State of Incorporation
Western Recreation Corporation Wyoming
Snow King Resort, Inc. Wyoming
dba Snow King Resort
(G) Exhibits 93.8.1 and 94.9.1 through 94.9.10 were attached
and filed with Form 10KSB for the year 1994. They are
incorporated herein by reference thereto.
Exhibits 94.4.11 and 94.4.12 were inadvertently not filed
with Form 10KSB for the year 1994, but are filed herewith.
Exhibit
93.8.1
Modification to loan agreement - August 30, 1993.
94.9.1 Second modification to loan agreement.
94.9.2 Modification of Secured Promissory Note.
94.9.3 Modification of Assignment of Town Lease.
94.9.4 Modification of Mortgage, Security Agreement,
Assignment of Leases and Rents, and Fixture
Filing.
94.9.5 Consent of Guarantor
94.9.6 Consents.
94.9.7 Letter from Hanna and Van Atta to Teton Land
Title Company.
94.9.8 Assignment of Ice Skating Rink Lease
94.9.9 Agreement Regarding Collateral Assignments of
Ice Skating Rink Lease.
94.9.10 Estoppel Certificates.
94.4.11 Lease Agreement - Ski Shelter, Ski Lift and
Mountain Tract
94.4.12 Lease Agreement - Ice Rink Tract
94.4.13 Third modification to loan agreement with
ORIX was filed with Form 8-K on April 15,
1996 and is incorporated herein by
reference.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
WESTERN STANDARD CORPORATION
Date: March 30, 1998 By:/s/ Stanford E. Clark
Stanford E. Clark, President
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed by the following persons on
behalf of the Registrant and in the capacities and on the dates
indicated.
Date: March 30, 1998 /s/ Stanford E. Clark
Stanford E. Clark
President, Treasurer (Principal
Executive, Financial and
Accounting Officer) Comptroller
and Director
Date: March 30, 1998 /s/ Manuel B. Lopez
Manuel B. Lopez
Vice President and Director
Date: March 30, 1998 /s/ Richard G. Roylance
Richard G. Roylance
Secretary and Director
Date: _______________ unavailable-out of state
James M. Peck
Director
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