FOUR CORNERS FINANCIAL CORP
10-Q, 1995-11-14
REAL ESTATE
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                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

                                   FORM 10-Q


  X Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934

For the quarterly period ended September 30, 1995

    Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934

For the transition period from                      to

Commission File Number                 0-8628


           FOUR CORNERS FINANCIAL CORPORATION (as of April 12, 1988)
            (Exact Name of Registrant as Specified in its Charter)

         Delaware                                          22-2044086
(State or other Jurisdiction of                         (I.R.S. Employer
 incorporation or organization)                        Identification No.)

                  370 East Avenue, Rochester, New York  14604
              (Address of principal executive offices - Zip Code)

                                (716) 454-2263
             (Registrant's Telephone Number, including Area Code)


             (Former name, former address and former fiscal year,
                         if changed since last report)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for 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 _____     No   X


                     APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date:

At November  10, 1995 there were  3,338,733 of the  registrant's  $.04 par value
common stock outstanding.

                      FOUR CORNERS FINANCIAL CORPORATION

                                     INDEX

                                                                          Page
                                                                         Number
                                                                         ------
PART I.  FINANCIAL INFORMATION

    Item 1.  Financial Statements (Unaudited)

             Consolidated Balance Sheets as of                               1-2
              September 30, 1995 (Unaudited) and
              December 31, 1994

             Consolidated Statements of Operations for the                   3-4
              Three Months and Nine Months Ended
              September 30, 1995 and 1994  (Unaudited)

             Consolidated Statements of Changes in                             5
              Stockholders' Investment for the Nine Months
              Ended September 30, 1995 and 1994 (Unaudited)

             Consolidated Statements of Cash Flows for the                     6
              Nine Months Ended September 30, 1995 and 1994
              (Unaudited)

             Notes to Condensed Consolidated Financial                      7-13
              Statements (Unaudited)

    Item 2.  Management's Discussion and Analysis of                       14-15
              Financial Condition and Results of Operations


PART II. OTHER INFORMATION

         Item 1.  Legal Proceedings                                           16

         Item 2.  Changes in Securities                                       16

         Item 3.  Default Upon Senior Securities                              16

         Item 4.  Submission of Matters to a Vote of                          16
                   Security Holders

         Item 5.  Other Information                                           16

         Item 6.  Exhibits and Reports on Form 8-K                            16


SIGNATURE                                                                     17



PART I - FINANCIAL INFORMATION


Item 1.  Financial Statements (Unaudited)


                      FOUR CORNERS FINANCIAL CORPORATION

                          CONSOLIDATED BALANCE SHEETS

                   SEPTEMBER 30, 1995 AND DECEMBER 31, 1994


                                    ASSETS

                                                     September 30,  December 31,
                                                         1995           1994
                                                     -------------  ------------
                                                      (Unaudited)
CURRENT ASSETS:
  Cash and equivalents                                $   52,898     $   28,932
  Cash - escrow deposits                                  54,846         70,633
  Accounts receivable - trade, net of
   allowance for doubtful accounts of $94,000
   $100,000 in 1995 and 1994, respectively               529,778        478,094
  Prepaid expenses                                         4,187          9,090
  Other receivables                                        6,091          1,085
  Income tax receivable                                     --            6,725
                                                      ----------     ----------
    Total current assets                                 647,800        594,559
                                                      ----------     ----------

TITLE PLANT                                              367,283        367,283
                                                      ----------     ----------

PROPERTY AND EQUIPMENT, net of accumulated
 depreciation                                            225,262        305,358
                                                      ----------     ----------

OTHER ASSETS:
  Deposit                                                  9,257          7,246
  Cash value of life insurance                            23,061         20,070
  Intangible assets, net of accumulated
   amortization                                           15,159         20,655
                                                      ----------     ----------
                                                          47,477         47,971
                                                      ----------     ----------
                                                      $1,287,822     $1,315,171
                                                      ==========     ==========

       The accompanying notes are an integral part of these statements.

                                     - 1 -

                      FOUR CORNERS FINANCIAL CORPORATION

                          CONSOLIDATED BALANCE SHEETS

                   SEPTEMBER 30, 1995 AND DECEMBER 31, 1994


                   LIABILITIES AND STOCKHOLDERS' INVESTMENT

                                                     September 30,  December 31,
                                                         1995           1994
                                                     -------------  ------------
                                                      (Unaudited)
CURRENT LIABILITIES:
  Line-of-credit                                      $   235,000    $  235,000
  Current portion of notes payable                        172,002       240,078
  Current portion of obligations under
   capital leases                                          40,006        45,805
  Accounts payable                                        512,937       455,866
  Accounts payable - related parties                       20,000          --
  Escrow deposits                                          54,846        70,633
  Other accrued expenses                                   34,424        63,639
                                                      -----------   -----------
    Total current liabilities                           1,069,215     1,111,021
                                                      -----------   -----------
LONG-TERM LIABILITIES:
  Notes payable, net of current portion                     3,827        12,604
  Obligations under capital leases, net
   of current portion                                       5,050        33,325
  Due to officer/principal stockholder                    229,000       200,000
                                                      -----------   -----------
    Total long-term liabilities                           237,877       245,929
                                                      -----------   -----------
    Total liabilities                                   1,307,092     1,356,950
                                                      -----------   -----------
STOCKHOLDERS' INVESTMENT:
  Common stock, $.04 par value, 15,000,000
   shares authorized, 3,338,802 issued and
   outstanding in 1995 and 1994                           133,752       133,752
  Additional paid-in-capital                              835,402       835,402
  Accumulated deficit                                  (  982,799)   (1,005,308)
                                                      -----------   -----------
                                                          (13,645)      (36,154)

Less:  Treasury stock at cost                              (5,625)       (5,625)
                                                      -----------   -----------
  Total stockholders' investment                          (19,270)      (41,779)
                                                      -----------   -----------
                                                      $ 1,287,822   $ 1,315,171
                                                      ===========   ===========

       The accompanying notes are an integral part of these statements.

                                     - 2 -

                      FOUR CORNERS FINANCIAL CORPORATION

                     CONSOLIDATED STATEMENTS OF OPERATIONS

            FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994


                                                     1995              1994
                                                 -------------     -------------
                                                  (Unaudited)       (Unaudited)
REVENUE:

  Title insurance premiums                        $   399,379       $   451,078
  Abstract and appraisal fees                         599,672           654,942
                                                  -----------       -----------
                                                      999,051         1,106,020
                                                  -----------       -----------

DIRECT COSTS OF REVENUE:

  Title insurance                                    (116,046)         (128,527)
  Abstract and appraisal services                     (73,818)         (106,752)
                                                  -----------       -----------
                                                     (189,864)         (235,279)
                                                  -----------       -----------
    Gross profit                                      809,187           870,741


OPERATING EXPENSES:                                  (742,760)       (  928,630)
                                                  -----------       -----------
  Income/(loss) from operations                        66,427           (57,889)
                                                  -----------       -----------

INTEREST, NET:                                        (18,502)          (16,121)
                                                  -----------       -----------

NET INCOME/(LOSS)                                   $  47,925        $ ( 74,010)
                                                  ===========       ===========


NET INCOME/(LOSS) PER SHARE                         $     .01        $     (.02)
                                                  ===========       ===========


       The accompanying notes are an integral part of these statements.


                                     - 3-



                      FOUR CORNERS FINANCIAL CORPORATION

                     CONSOLIDATED STATEMENTS OF OPERATIONS

             FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994


                                                     1995              1994
                                                 -------------     -------------
                                                  (Unaudited)       (Unaudited)
REVENUE:

  Title insurance premiums                         $1,095,945        $1,598,771
  Abstract and appraisal fees                       1,695,853         2,350,062
                                                   ----------        ----------
                                                    2,791,798         3,948,833
                                                   ----------        ----------

DIRECT COSTS OF REVENUE:

  Title insurance                                    (208,108)         (430,015)
  Abstract and appraisal services                    (339,437)         (438,054)
                                                   ----------        ----------
                                                     (547,545)         (868,069)
                                                   ----------        ----------
    Gross profit                                    2,244,253         3,080,764


OPERATING EXPENSES:                                (2,165,635)       (3,357,627)
                                                   ----------        ----------
  Income/(loss) from operations                        78,618          (276,863)
                                                   ----------        ----------

INTEREST, NET:                                        (56,109)          (49,780)
                                                   ----------        ----------
NET INCOME/(LOSS)                                  $   22,509        $ (326,643)
                                                   ==========        ==========


NET INCOME/(LOSS) PER SHARE                        $      .01        $     (.10)
                                                   ==========        ==========


       The accompanying notes are an integral part of these statements.


                                     - 4-


                      FOUR CORNERS FINANCIAL CORPORATION
                                       
        CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' INVESTMENT

             FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994


<TABLE>
<CAPTION>

                                   --- Common Stock ---        Additional                                                Total
                                                                Paid-in-         Accumulated         Treasury        Stockholders'
                                   Shares        Amount          Capital           Deficit            Stock           Investment 
                                   ------        ------        ----------        -----------         --------        -------------
<S>                               <C>          <C>             <C>               <C>                 <C>             <C>
BALANCE, December 31, 1993        3,343,802    $ 133,752       $ 835,402         $  (536,278)        $  (5,625)      $  427,251

 Net loss for the nine months
 ended September 30, 1994
 (Unaudited)                             --           --              --            (362,643)               --         (326,643)
                                  ---------    ---------       ---------         -----------        ----------       ----------
BALANCE, September 30, 1994
 (Unaudited)                      3,343,802    $ 133,752       $ 835,402         $  (862,921)       $   (5,625)      $  100,608
                                  =========    =========       =========         ===========        ==========       ==========

BALANCE, December 31, 1994        3,343,802    $ 133,752       $ 835,402         $(1,005,308)       $   (5,625)      $  (41,779)

 Net profit for the nine months
 ended September 30, 1995
 (Unaudited)                             --           --              --              22,509               --            22,509
                                  ---------    ---------       ---------         -----------        ----------       ----------
BALANCE, September 30, 1995
 (Unaudited)                      3,343,802    $ 133,752       $ 835,402         $  (982,799)       $   (5,625)      $  (19,270)
                                  =========    =========       =========         ===========        ==========       ==========
</TABLE>

       The accompanying notes are an integral part of these statements.

                                     - 5 -


                      FOUR CORNERS FINANCIAL CORPORATION

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

             FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994


                                                     1995              1994
                                                  (Unaudited)       (Unaudited)
                                                 -------------     -------------
CASH FLOW OPERATING ACTIVITIES:
   Net income/(loss)                              $   22,509        $ (326,643)
   Adjustments to reconcile net loss to
    net cash flow from operating activities:
   Depreciation and amortization                      79,541            93,507
   Decrease/(increase) in accounts receivable        (51,684)          174,049
   Decrease in other current assets                    6,622             6,379
   Increase in accounts payable                       77,071           136,857
   Decrease in other current liabilities             (29,215)          (55,244)
                                                  ----------        ----------
     Net cash flow from operating activities         104,844            28,905
                                                  ----------        ----------

CASH FLOW FROM INVESTING ACTIVITIES:
   Purchases of property and equipment,
    net of disposals                                   6,051           (51,283)
   Investment in cash value of life insurance         (2,991)          (18,465)
   Increase in title plant                              ---            (28,784)
   Decrease/(increase) in deposit                     (2,011)              926
                                                  ----------        ----------
     Net cash flow from investing activities           1,049           (97,606)
                                                  ----------        ----------

CASH FLOW FROM FINANCING ACTIVITIES:
   Decrease in notes payable, net                    (47,853)          (79,827)
   Decrease in obligations under
    capital leases, net                              (34,074)          (12,623)
   Increase in line-of-credit                           ---             95,000
                                                  ----------        ----------
     Net cash flow from financing activities         (81,927)            2,550
                                                  ----------        ----------

NET (DECREASE)INCREASE IN CASH AND EQUIVALENTS:       23,966           (66,151)


CASH AND EQUIVALENTS - beginning of period            28,932            99,652
                                                  ----------        ----------
CASH AND EQUIVALENTS - end of period              $   52,898        $   33,501
                                                  ==========        ==========

       The accompanying notes are an integral part of these statements.

                                     - 6 -


                      FOUR CORNERS FINANCIAL CORPORATION

             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                          SEPTEMBER 30, 1995 AND 1994

                                  (Unaudited)


(1) General

    The financial  statements  included  herein have been prepared by the
    Company, without  audit,  pursuant to the rules and  regulations  of the 
    Securities  and Exchange  Commission.  Certain  information  and footnote 
    disclosures  normally included in financial  statements prepared in
    accordance with generally accepted accounting  principles have been
    condensed or omitted pursuant to such rules and regulations,  although the
    Company believes that the disclosures are adequate in order that the
    information  presented is not  misleading.  All adjustments for a fair
    presentation of financial information contained herein have been made.


(2) Organization

    The Company -

    Four Corners Financial  Corporation (FCFC) and its Subsidiaries,  Four
    Corners Abstract Corporation (FCAC) and Proper Appraisal Specialists, 
    Inc. provide services and products including real estate title 
    searching, preparation of abstracts of title, issuance of title insurance
    as an agent for certain national underwriting companies and real estate 
    appraisals, primarily in western and central New York State.  All of these 
    services and products are required in connection with the mortgaging,
    sale or purchase of real property.

    Unless otherwise indicated, the term "Company" refers to Four Corners
    Financial Corp. and its Subsidiaries.  The Company operates in one business
    segment.


(3) Summary of Significant Accounting Policies

    Principles of Consolidation -

    The consolidated financial statements include the accounts of FCFC and all
    of its subsidiaries.  All significant intercompany transactions and
    balances have been eliminated.

    Cash and Equivalents -

    Cash and equivalents include time deposits and other instruments with
    a maturity of three months or less at the time of purchase.  The Company
    maintains cash balances at several banks.  Accounts at each institution are

    insured by The Federal Deposit Insurance Corporation up to $100,000.


                                       - 7 -


(3) Summary of Significant Accounting Policies (Continued)

    Property and Equipment -

    Property and equipment is stated at cost and is depreciated  using
    accelerated and straight-line methods over the following useful lives:

                     Buildings                15 - 31.5 years
                     Furniture and Equipment     3 - 10 years
                     Vehicles                         5 years
                     Leasehold Improvements     Life of lease

    At the time of retirement or other disposition of property, the cost
    and accumulated depreciation are removed from the accounts and any gain or
    loss is reflected in the statements of operations.  Repairs and 
    maintenance costs are charged to expense when incurred.

    Intangible Assets -

    Intangible assets consist of goodwill and covenants not-to-compete resulting
    from the 1987 acquisition of the Albany branch, the 1989 acquisition of
    Livingston Abstract Corporation, the 1990 acquisition of Picciano Abstract
    Company, Inc. and the 1991 acquisition of Proper Appraisal Specialists, 
    Inc.  The goodwill and covenants not-to-compete are being amortized on a
    straight-line basis over a five-year period.

    Title Plant -

    Title plant consists of copies of public records, maps and other relevant
    historical documents which facilitate the preparation of title abstract
    reports without the necessity of manually searching official public records.

    The Company has incurred identifiable costs related to the activities 
    necessary to construct a title plant which are reflected as assets.  A title
    plant is regarded as a tangible asset having an indefinite economic life;
    accordingly, title plant costs are not depreciated.  Costs incurred to
    perform full title search additions to the title plant are capitalized in
    the year incurred.  Costs incurred to maintain or update existing title
    files in the title plant are expensed as incurred.

    Revenue Recognition -

    Title insurance is provided to purchasers or financiers of real  property
    purchases.  The related revenue is recognized when policies  become
    effective, generally at the property or mortgage loan closing.  Under terms
    of the Company's agreements with its title insurance underwriters, a
    commission of 15% to 20% is paid to its underwriter on all title insurance 
    policies written.  Pricing is based on a rate schedule established by the

    Insurance Department of the State of New York which provides for varying
    rates for services rendered.  Commission expense is reflected as a direct 
    cost of title insurance revenue in the statement of operations.


                                     - 8 -


(3) Summary of Significant Accounting Policies (Continued)

    Revenue Recognition - (Continued)

    The Company also performs title abstract research and prepares appraisals on
    real properties.  Abstract and appraisal revenue is recognized as earned.
    Direct costs of abstract and appraisal revenue reflects the cost of work
    performed by subcontractors in geographical areas where the Company does not
    maintain an office, among other direct costs.


(4) Acquisitions

    The Company acquired Proper Appraisal Specialists, Inc. (1991), Picciano
    Abstract Company, Inc. (1990), Livingston Abstract Corporation (1989) and
    Mid-State (1988) for cash, notes and common stock totalling approximately
    $185,000.  These acquisitions were accounted for as purchases.  Goodwill,
    representing the excess of purchase price over the fair value of tangible
    assets acquired related to these acquisitions, totalled approximately
    $66,000 and is being amortized over five years.  These companies were 
    subsequently merged into FCAC.


(5) Income Taxes

    During 1993, the Company adopted Statement of Financial Accounting 
    Standards No. 109 (SFAS 109),  "Accounting for Income Taxes".  SFAS 109
    requires an asset and a liability approach to measuring deferred income
    taxes.  Previous standards required an income statement approach.

    There were no  material temporary differences at December 31, 1994 or
    at September 30, 1995. Therefore, no deferred taxes have been provided.

    At December 31, 1994, the Company has available a net operating loss
    carry-forward of approximately $388,000, which begins to expire in 2002. The
    Company has recorded a valuation allowance equal to the deferred tax asset
    related to the carryforward.


(6) Escrow Deposits

    As a service to its customers, FCAC administers escrow deposits representing
    undisbursed amounts received for settlements of mortgage loans or property
    sales and indemnities against specific title risks. These funds, totalling
    $54,846 and $70,633 at September 30, 1995 and December 31, 1994,
    respectively,  are recorded as both a current asset and a current liability

    in the accompanying consolidated balance sheets.


                                     - 9 -

(7) Notes Payable and Obligations Under Capital Leases

    Notes Payable -

    Notes payable consisted of the following:

                                                   September 30,    December 31,
                                                       1995            1994
                                                   -------------    ------------
    Note payable to Marine Midland Bank,
    due in monthly installments of
    $8,333 plus interest at the prime
    rate plus 3/4%, maturing in April, 
    1997. This noteis guaranteed by
    the officers/stock-holders of the
    Company, and is collateralized by
    substantially all of the Company's
    assets.                                          $  150,000      $  225,000

    Various notes payable in aggregate
    monthly installments of $1,391
    including interest at rates ranging
    from 8% to 9%.  These notes mature
    through June, 1997 and are
    collateralized by the related
    equipment.                                           25,829          27,682
                                                     ----------      ----------
                                                        175,829         252,682

    Less:  Current Portion                             (172,002)       (240,078)
                                                     ----------      ----------
                                                     $    3,827      $   12,604
                                                     ==========      ==========
    Obligations Under Capital Leases:

    The Company has entered into several capital lease agreements for equipment.
    These obligations consist of the following:

                                                    September 30,   December 31,
                                                        1995            1994
                                                    -------------   ------------
    Various leases payable in aggregate 
    monthly  installments  of $4,257 
    including interest  at rates 
    ranging  from 8.4% to 13.2%.  These 
    leases  mature  through January,
    1997 and are collateralized by the
    equipment.                                       $   45,056      $   79,130


    Less:  Current Portion                              (40,006)        (45,805)
                                                     ----------      ----------
                                                     $    5,050      $   33,325
                                                     ==========      ==========

                                    - 10 -


(8) Lines-of-Credit

    The Company may borrow up to $250,000 under the terms of a line-of-credit
    agreement with a bank.  This line-of-credit is renewable annually.  Amounts
    borrowed bear interest at the bank's prime rate plus 1/2% and are
    collateralized by substantially all assets of the Company.  At September 30,
    1995 and December 31, 1994, there was $235,000 outstanding on this line.

    The Company may also borrow up to $100,000 under the terms of an unsecured
    line-of-credit with another bank.  Amounts borrowed bear interest at the
    bank's prime rate plus 1%.  Borrowings under this line-of-credit are
    personally guaranteed by the Company's principal officer/stockholder. At
    September 30, 1995 and December 31, 1994, there were no borrowings on this
    line-of-credit.


(9) Stockholders' Investment

    Stock Options -

    In July, 1992, the Company's Board of Directors adopted and the stockholders
    approved the 1992 Stock Option Plan (1992 Plan) which replaced the 1988
    Stock Incentive Plan (1988 Plan).

    Under the 1992 Plan, the Company may issue incentive stock options, 
    non-statutory options, non-employee director options and reload options. 
    The exercise price of incentive, non-statutory and reload options will not
    be less than fair market value at date of grant.  Incentive and
    non-statutory options will generally expire ten years from date of grant. 
    Reload options will have a term equal to the remaining option term of the
    underlying option.

    The 1992 Plan also provides for annual grants of stock options to purchase
    500 shares of the Company's common stock to non-employee directors of the
    Company with an exercise price not less than fair market value at date of
    grant.  These options will expire ten years from date of grant.

    Options issued under the 1988 Plan expire in 1995. No further options will
    be granted under the 1988 Plan.

    The Company has reserved 520,000 common shares for issuance under both
    plans.

    At September 30, 1995 and December 31, 1994, there were 271,000 options
    outstanding under the 1992 and 1988 Plans.


                                    - 11 -


(10) Related Party Transactions

     Due to Officers/Principal Stockholders -


     During 1994, 1993, and 1992, one of the Company's principal
     officers/stock-holders made advances to the Company.  These advances bear
     interest at the prime rate plus 3% and repayment is subordinated to the
     amounts outstanding under all other bank debt agreements.  The principal 
     officer/stockholder has agreed not to require payment of this amount
     through January 1, 1997.

     At September 30, 1995 and December 31, 1994, the amounts outstanding on
     this debt was $229,000 and $200,000, respectively.

     Office Lease Commitment -

     The Company leases its Rochester facility from a party related through
     common management. The Company has a five year lease agreement through June
     30, 2000 at an annual rental of $68,000.  Rent and common area charges 
     were approximately $58,372, $213,000 and $263,000 in 1994, 1993 and
     1992, respectively.  During 1994, total unpaid rent of $109,000 was 
     forgiven by the related  party.  This amount has been reflected as an 
     extraordinary item, net of income taxes, of $44,000.  The Company owed 
     approximately $20,000 for unpaid rent at September 30, 1995.

     Significant Customer -

     In 1994, 1993 and 1992, 4%, 4% and 3%, respectively, of revenue was derived
     from a related party.


(11) Lease Commitments

     FCAC leases other office  facilities under lease  agreements  expiring
     through March, 1998.

     Minimum lease payments under non-cancelable lease agreements are as follows
     at December 31, 1994:

              1995. . . . . . . . . . . . . . . . . . . . .   119,501
              1996. . . . . . . . . . . . . . . . . . . . .   107,668
              1997. . . . . . . . . . . . . . . . . . . . .    54,668
              1998. . . . . . . . . . . . . . . . . . . . .    40,062
                                                             --------
                                                             $321,899
                                                             ========

     Rent expenses  related to these operating leases was  approximately 
     $135,000, $127,000  and $174,000  for the years ended  December  31, 1994, 
     1993 and 1992, respectively.


                                    - 12 -

(12) Reverse Stock Split

     In July,  1992, the Company's  stockholders  approved a  one-for-four 

     reverse stock split. In conjunction with this reverse stock split, the
     authorized number of shares was  reduced to  15,000,000  and par value was 
     increased  to $.04 per share.  These  actions  have  been  retroactively 
     reflected  in  the  financial statements.


                                    - 13 -


Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations


Liquidity and Capital Resources

The Company's cash flow results from  operations,  bank loans,  advances made by
principal stockholders and from sales of common stock.

During the first nine  months of 1995,  cash  reserves  of $28,932 and cash flow
from operating  activities of $104,844 were sufficient to fund the Company's net
asset  investments  of $1,049  and a  negative  cash  flow  from debt  financing
activities of $81,927.

Cash Flow from  Operations:  The Company had positive  cash flow from  operating
activities  through  the first three  quarters  of 1995 of $104,844  compared to
$28,905 for the same period in 1994. Despite the decrease in operating cash flow
arising  from a redction  in accounts  receivable  of  $51,684,  total  positive
operating  cash flows were primarily  attributable  to the net profit of $22,509
and an increase in accounts payable of $77,071.

Cash Flow from Investing  Activities:  The only capital expenditures incurred by
the Company during the first nine months of 1995 related to capital improvements
for the Rochester  corporate  office  building.  The Company made no title plant
investment for the third consecutive quarter in 1995, whereas a total of $28,784
was contributed to this cause for the previous calendar year through  September,
1994. In addition,  the Company continued to make an investment in a Keyman life
insurance  policy  with a cash surrender  value  of $23,061 as of the end of the
third  quarter.  At September,  30, 1995,  the Company had no material  purchase
commitments.

Cash  Flow  from  Financing  Activities:   Primary  cash  flows  from  financing
activities relate to changes in financing under  lines-of-credit,  notes payable
and advances made by principal  stockholders.  To support  operations during the
first  three  quarters  of  1995,  the  Company  increased  borrowings  from its
principal officer/stockholder by $29,000. This funding, along with the cash flow
generated  from operating  activities,  was adequate to support the reduction of
notes   payable   and  capital  lease   obligations   of  $47,853  and  $34,074,
respectively.

The  Company  expects  that the cash flow  generated  from  operations  and bank
lines-of-credit currently available will be adequate to meet its working capital
and capital expenditure needs for the remainder of 1995.



                                    - 14 -


Results of Operations

Total revenues for the first nine months of 1995 were  $2,791,798 as compared to
$3,948,833 for the same nine months of 1994.  This decrease of $1,157,035 or 29%
resulted from decreased sales order volume especially in the home equity market.
The  revenues  generated  from  title  insurance  premiums  decreased  by 31% to
$1,095,945  as compared to $1,598,771  for the first three  quarters of the 1994
calendar year. In addition to this  significant  decrease  attributable to title
operations,  revenues  from  abstract  and appraisal  fees during the first nine
months of 1995 decreased by $654,209 to $1,695,853 as compared to $2,350,062 for
the same period in 1994.

Due to the  decreased  sales  order  volume  in areas  where  the  Company  does
business,  the need for  subcontractor  services  declined during the first nine
months of 1995.  Correspondingly,  direct costs of revenue decreased to 19.6% of
revenues  for this time  period of 1995 as compared to 22.0% for the same period
in  1994.  Gross  profit  for the  nine  months  ended  September  30,  1995 was
$2,244,253 or 80.4%.  Operating expenses for the months of January, 1995 through
September  of 1995  were  $2,165,635   or  77.6%   of  revenues as  compared  to
$3,357,627  or 85.0% of revenues for the same six months in 1994.  The reduction
in operating  expenses is primarily due to a sizeable  decrease in personnel and
the related variable  payroll costs. The Company  anticipates a slight reduction
in revenues  during the fourth  quarter of 1995 and a  corresponding  percentage
reduction in operating  costs. At the same time, the Company will make necessary
cuts in  operating  expenses  to bring them in line with  projected  revenues in
order to increase  the  existing  profit of $22,509  incurred  through the first
three  quarters of 1995.  This  compares to a net loss of $326,643  for the same
time period in 1994.

The Company's  ratio of current  assets to current  liabilities at September 30,
1995 and December  31, 1994 was 61:1 and 54:1,  respectively.  Accordingly,  the
Company  had a working  capital  deficit of $421,415  as of  September  30, 1995
compared to $516,462 as of December 31, 1994.


                                    - 15 -


                          PART II - OTHER INFORMATION





Item 1.  Legal Proceedings

         None


Item 2.  Changes in Securities

         None


Item 3.  Default Upon Senior Securities

         None


Item 4.  Submission of Matters to a Vote of Security Holders

         None


Item 5.  Other Information

         None


Item 6.  Exhibits and Reports on Form 8-K

         a.  Exhibits

         None

         b.  Reports on Form 8-K

         None


                                    - 16 -



                                   SIGNATURE


Pursuant  to the  requirements  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.



                      FOUR CORNERS FINANCIAL CORPORATION



Date    November 13, 1995             By      /s/ William S. Gagliano
     ---------------------------        ----------------------------------------
                                              William S. Gagliano
                                              Executive Vice President and
                                              Chief Accounting Officer



                                    - 17 -




<TABLE> <S> <C>


<ARTICLE>                      5
<MULTIPLIER>                   1
       
<S>                            <C>
<PERIOD-TYPE>                         9-MOS
<FISCAL-YEAR-END>               DEC-31-1995
<PERIOD-END>                    SEP-30-1995
<CASH>                               52,898
<SECURITIES>                              0
<RECEIVABLES>                       623,778
<ALLOWANCES>                         94,000
<INVENTORY>                               0     
<CURRENT-ASSETS>                    647,800
<PP&E>                            1,092,779
<DEPRECIATION>                      867,518
<TOTAL-ASSETS>                    1,287,822
<CURRENT-LIABILITIES>             1,069,215
<BONDS>                                   0
<COMMON>                            133,752
                     0
                               0
<OTHER-SE>                          153,022 
<TOTAL-LIABILITY-AND-EQUITY>      1,287,822
<SALES>                           2,791,798
<TOTAL-REVENUES>                  2,791,798
<CGS>                               547,545
<TOTAL-COSTS>                     2,713,180
<OTHER-EXPENSES>                          0
<LOSS-PROVISION>                          0
<INTEREST-EXPENSE>                   56,109     
<INCOME-PRETAX>                      22,509
<INCOME-TAX>                              0
<INCOME-CONTINUING>                  22,509
<DISCONTINUED>                            0
<EXTRAORDINARY>                           0
<CHANGES>                                 0
<NET-INCOME>                         22,509
<EPS-PRIMARY>                           .01
<EPS-DILUTED>                           .01
        


</TABLE>


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