FOUR CORNERS FINANCIAL CORP
10-Q, 1997-11-14
REAL ESTATE
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<PAGE>
                       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, 1997

______   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, 1998)
_______________________________________________________________________________
            (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   X       No
                                       ____         _______

                     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 12, 1997 there were 3,293,733 of the registrant's $.04 par value
common stock outstanding.


<PAGE>


                      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, 1997 (Unaudited) and
                        December 31, 1996

                       Consolidated Statements of Operations for the        3-4
                        Three Months and Nine Months Ended September 30,
                        1997 and 1996 (Unaudited)

                       Consolidated Statements of Changes in                  5
                        Stockholders' Investment for the Nine Months
                        Ended September 30, 1997 and 1996 (Unaudited)

                       Consolidated Statements of Cash Flows for the          6
                        Nine Months Ended September 30, 1997 and 1996
                        (Unaudited)

                       Notes to Condensed Consolidated Financial           7-12
                        Statements (Unaudited)

           Item 2.  Management's Discussion and Analysis of               13-14
                        Financial Condition and Results of Operations

PART II.   OTHER INFORMATION

           Item 1.  Legal Proceedings                                        15

           Item 2.  Changes in Securities                                    15

           Item 3.  Default Upon Senior Securities                           15

           Item 4.  Submission of Matters to a Vote of                       15
                     Security Holders

           Item 5.  Other Information                                        15



           Item 6.  Exhibits and Reports on Form 8-K                         15


SIGNATURE                                                                    16


<PAGE>

PART I - FINANCIAL INFORMATION

Item 1.           Financial Statements (Unaudited)

                      FOUR CORNERS FINANCIAL CORPORATION

                         CONSOLIDATED BALANCE SHEETS

                   SEPTEMBER 30, 1997 AND DECEMBER 31, 1996

                                    ASSETS
<TABLE>
<CAPTION>

                                                                           September 30,         December 31,
                                                                                  1997               1996
                                                                           ------------          ------------
                                                                            (Unaudited)
<S>                                                                        <C>                   <C>
CURRENT ASSETS:
         Cash and equivalents                                                   $   40,580       $   36,612
         Cash - escrow deposits                                                     10,074           74,540
         Accounts receivable - trade, net of
          allowance for doubtful accounts of $84,000
          in 1997 and 1996                                                         560,352          510,762
         Prepaid expenses                                                            2,990            5,914
         Other receivables                                                           7,098              ---
         Current portion of note receivable                                          5,000            7,500
         Income tax receivable                                                         ---              ---
                                                                                ----------       ----------
                  Total current assets                                             626,094          635,328
                                                                                ----------       ----------


TITLE PLANT                                                                        419,905          419,905
                                                                                ----------       ----------

PROPERTY AND EQUIPMENT, net of accumulated
 depreciation                                                                      105,161          142,523
                                                                                ----------       ----------

OTHER ASSETS:

         Note receivable, net of current portion                                       ---              ---
         Cash value of life insurance                                                  ---           18,618


         Other assets                                                                6,626            8,760
                                                                                ----------       ----------
                                                                                     6,626           27,378
                                                                                ----------       ----------
                                                                                $1,157,786       $1,225,134
                                                                                ==========       ==========
</TABLE>
       The accompanying notes are an integral part of these statements.

                                    - 1 -


<PAGE>


                      FOUR CORNERS FINANCIAL CORPORATION

                         CONSOLIDATED BALANCE SHEETS

                   SEPTEMBER 30, 1997 AND DECEMBER 31, 1996

                   LIABILITIES AND STOCKHOLDERS' INVESTMENT

<TABLE>
<CAPTION>
                                                                           September 30,         December 31,
                                                                                1997               1996
                                                                           ------------          ------------
                                                                            (Unaudited)
<S>                                                                         <C>                  <C>
CURRENT LIABILITIES:
         Line-of-credit                                                         $   40,000       $   50,000
         Current portion of notes payable                                           81,796           97,050
         Current portion of obligations under
          capital leases                                                               ---              ---
         Notes payable to officers/principal
          stockholders                                                              18,382           18,000
         Accounts payable                                                          361,025          425,697
         Accounts payable - related parties                                         15,246           21,400
         Escrow deposits                                                            10,074           74,540
         Accrued income taxes                                                        1,500            1,500
         Other accrued expenses                                                     34,331           63,953
                                                                                ----------       ----------

                  Total current liabilities                                        562,354          752,140
                                                                                ----------       ----------

LONG-TERM LIABILITIES:
         Notes payable, net of current portion                                      92,064          140,171
         Obligations under capital leases, net
          of current portion                                                           ---              ---
         Due to officer/principal stockholder                                      183,500          216,500
                                                                                ----------       ----------



                  Total long-term liabilities                                      275,564          356,671
                                                                                ----------       ----------

                  Total liabilities                                                837,918        1,108,811
                                                                                ----------       ----------

STOCKHOLDERS' INVESTMENT:
         Common stock, $.04 par value, 15,000,000
          shares authorized, 3,348,733 issued and
          3,293,733 outstanding in 1997 and 1996                                   133,752          133,752
         Additional paid-in-capital                                                835,402          835,402
         Accumulated deficit                                                      (618,661)        (822,206)
                                                                                -----------      ----------

                                                                                   350,493          146,948

         Less:  Treasury stock at cost                                             (30,625)         (30,625)
                                                                                -----------      ----------

                  Total stockholders' investment                                   319,868          116,323
                                                                                -----------      ----------

                                                                                $1,157,786       $1,225,134
                                                                                ==========       ==========
</TABLE>

       The accompanying notes are an integral part of these statements.

                                    - 2 -


<PAGE>


                      FOUR CORNERS FINANCIAL CORPORATION

                    CONSOLIDATED STATEMENTS OF OPERATIONS

            FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996

<TABLE>
<CAPTION>
                                                                           1997                      1996
                                                                       ------------               -----------
                                                                        (Unaudited)               (Unaudited)
<S>                                                                    <C>                        <C> 
REVENUE:

         Title insurance premiums                                       $  388,884                $  322,529
         Abstract and other fees                                           577,979                   604,867
                                                                        ----------                ----------

                                                                           966,863                   927,396


                                                                        ----------                ----------

DIRECT COSTS OF REVENUE:

         Title insurance                                                  ( 73,395)                 ( 68,384)
         Abstract and other services                                      (130,514)                 (106,180)
                                                                        ----------               -----------

                                                                          (203,909)                 (174,564)
                                                                        ----------               -----------

                  Gross profit                                             762,954                   752,832


OPERATING EXPENSES:                                                       (656,633)               (  688,906)
                                                                        ----------                ----------

         Income from operations                                            106,321                    63,926
                                                                        ----------                ----------


INTEREST, NET:                                                             (11,008)                  (13,975)
                                                                        ----------                ----------


NET INCOME                                                              $   95,313                $   49,951
                                                                        ==========                ==========


NET INCOME PER SHARE                                                    $      .03                $      .01
                                                                        ==========                ==========
</TABLE>

       The accompanying notes are an integral part of these statements.

                                     - 3-


<PAGE>


                      FOUR CORNERS FINANCIAL CORPORATION

                    CONSOLIDATED STATEMENTS OF OPERATIONS

            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996

<TABLE>
<CAPTION>

                                                                           1997                      1996
                                                                        ----------                ----------  
                                                                        (Unaudited)               (Unaudited)
<S>                                                                     <C>                      <C>


REVENUE:

         Title insurance premiums                                       $  929,437                $1,034,705
         Abstract and other fees                                         1,836,125                 1,820,678
                                                                        ----------                ----------

                                                                         2,765,562                 2,855,383
                                                                        ----------                ----------

DIRECT COSTS OF REVENUE:

         Title insurance                                                  (224,042)                 (293,343)
         Abstract and other services                                      (328,290)                 (299,087)
                                                                        ----------               -----------

                                                                          (552,332)                 (592,430)
                                                                        ----------               -----------

                  Gross profit                                           2,213,230                 2,262,953


OPERATING EXPENSES:                                                     (1,972,220)               (2,157,701)
                                                                        ----------                ----------

         Income from operations                                            241,010                   105,252
                                                                        ----------                ----------


INTEREST, NET:                                                             (37,465)                  (44,242)
                                                                        ----------                ----------


NET INCOME                                                              $  203,545                $   61,010
                                                                        ==========                ==========


NET INCOME PER SHARE                                                    $      .06                $      .02
                                                                        ==========                ==========

</TABLE>


       The accompanying notes are an integral part of these statements.

                                    - 4 -


<PAGE>

                      FOUR CORNERS FINANCIAL CORPORATION

        CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' INVESTMENT

            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996



<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, 1995                             3,343,733     $ 133,752     $835,402     $(907,918)   $ (5,625)  $   55,611

         Purchase of treasury stock                       50,000          ---           ---           ---     (25,000)     (25,000)

         Net income for the nine months ended
          September 30, 1996 (Unaudited)                     ---          ---           ---        61,010         ---       61,010
                                                       ---------    ---------     ---------     ---------   ---------   ----------

BALANCE, September 30, 1996 (Unaudited)                3,293,733    $ 133,752     $ 835,402     $(846,908)  $ (30,625)  $  (91,621)
                                                       =========    =========     =========     =========   =========    ========= 
                                                       
BALANCE, December 31, 1996                             3,293,733    $ 133,752     $ 835,402     $(822,206)  $ (30,625)  $  116,323

         Net income for the nine months ended
          September 30, 1997 (Unaudited)                     ---          ---           ---       203,545         ---      203,545
                                                       ---------    ---------     ---------     ---------   ---------   ----------

BALANCE, September 30, 1997 (Unaudited)                3,293,733    $ 133,752     $ 835,402     $(618,661)  $ (30,625)  $  319,868
                                                       =========    =========     =========     =========   =========   ========== 
</TABLE>

       The accompanying notes are an integral part of these statements.

                                    - 5 -

<PAGE>


                      FOUR CORNERS FINANCIAL CORPORATION

                    CONSOLIDATED STATEMENTS OF CASH FLOWS

            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996

<TABLE>
<CAPTION>

                                                                           1997                      1996
                                                                        ----------                ----------
                                                                        (Unaudited)               (Unaudited)
<S>                                                                    <C>                       <C>
CASH FLOW OPERATING ACTIVITIES:
   Net income                                                           $ 203,545                $   61,010
   Adjustments to reconcile net loss to
    net cash flow from operating activities:


   Depreciation and amortization                                           46,654                    61,342
   Increase in accounts receivable                                        (49,590)                  (38,608)
   Decrease/(increase) in other current assets                             (1,674)                    4,922
   Decrease in accounts payable                                           (70,826)                   (7,742)
   Decrease in other current liabilities                                  (29,622)                  (16,659)
                                                                       -----------               -----------

         Net cash flow from operating activities                           98,487                    64,266
                                                                       -----------               ----------
CASH FLOW FROM INVESTING ACTIVITIES:
   Purchases of property and equipment,
    net of disposals                                                      ( 9,292)                  (24,116)
   Decrease in other assets                                                 2,134                     8,499
   Divestiture of cash value of life insurance                             18,618                       ---
                                                                       ----------                ----------

         Net cash flow from investing activities                           11,460                   (15,617)
                                                                       ----------                -----------
CASH FLOW FROM FINANCING ACTIVITIES:
   Decrease in notes payable, net                                         (63,361)                  (70,392)
   Decrease in obligations under
    capital leases, net                                                       ---                   (28,278)
   Increase/(decrease) in line-of-credit                                  (10,000)                   15,000
   Purchase of treasury stock                                                 ---                   (25,000)
   Increase/(decrease) in amount due to
    officer/principal stockholder                                         (32,618)                   11,500
                                                                       ------------              ----------

         Net cash flow from financing activities                         (105,979)                  (97,170)
                                                                       ----------                ---------- 

NET INCREASE/(DECREASE) IN CASH AND EQUIVALENTS:                            3,968                   (48,521)


CASH AND EQUIVALENTS - beginning of period                                 36,612                    62,791
                                                                       ----------                ----------

CASH AND EQUIVALENTS - end of period                                   $   40,580                $   14,270
                                                                       ==========                ==========

</TABLE>

       The accompanying notes are an integral part of these statements.

                                    - 6 -


<PAGE>

                      FOUR CORNERS FINANCIAL CORPORATION

             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                         SEPTEMBER 30, 1997 AND 1996



                                 (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 -


<PAGE>




 (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. These assets were fully amortized during
         1995.

         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.

         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 -

<PAGE>




 (3)     Summary of Significant Accounting Policies (Continued)

         Revenue Recognition - (Continued)

         The Company also performs title abstract research and provides
         appraisals on real properties under an exclusive arrangement with a
         local appraisal company. 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 was 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, 1996 or at
         September 30, 1997. Therefore, no deferred taxes have been provided.

         At December 31, 1996, the Company has available a net operating loss
         carry-forward of approximately $202,000, 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 $10,074 and $74,540 at September 30, 1997 and
         December 31, 1996, respectively, are recorded as both a current asset
         and a current liability in the accompanying consolidated balance
         sheets.

                                    - 9 -


<PAGE>




 (7)     Notes Payable

         Notes Payable -

         On December 13, 1995, the amount outstanding on the note payable to a
         bank, $133,333, and $185,000 of the amount borrowed under its
         line-of-credit agreement were refinanced with the same bank. The note
         payable and line-of-credit have been classified in accordance with the
         new agreement as of December 31, 1996. The note payable to the bank
         requires the company to meet certain financial covenants at December
         31, 1996 as follows:

         a.  Working capital of at least $20,000.
         b.  Current ratio of 1.1 to 1
         c.  Minimum tangible net worth of $400,000
         d. Total liabilities to tangible net worth of not more than 1.9 to 1.
         e. Debt service ratio of not less than 1.75 to 1.

         The agreement also limits the Company's ability to make acquisitions,
         pay dividends and make capital expenditures, and requires the Company
         to submit certain financial information. At December 31, 1996, the
         Company was not in compliance with certain of the covenants. Subsequent
         to year end, the Company obtained a waiver from the bank for these
         covenants as of December 31, 1996

         Notes payable consisted of the following:

                                                     September 30,  December 31,
                                                          1997          1996
                                                     -------------  ------------
         Note payable to Marine Midland Bank, due
         in monthly installments of $7,674 through
         October, 1997 and $6,230 through October,
         1999 plus interest at the bank's prime
         rate plus 1.25%. This note is guaranteed
         by the officers/ stock-holders of the
         Company and is collateralized by
         substantially all of the Company's            $ 157,188     $ 226,250
         assets.

         Various notes payable in aggregate 
         monthly installments of $582 including
         interest at rates ranging from 9.50% 
         to 9.99%. These notes mature through
         November, 1999 and are collateralized 
         by the related equipment.                        16,672        10,971
                                                       ---------     ---------
                                                         173,860       237,221
Less:  Current Portion                                   (81,796)      (97,050)
                                                       ---------     ---------
                                                        $ 92,064     $ 140,171
                                                       =========     =========



                                    - 10 -


<PAGE>


 (8)     Lines-of-Credit

         The Company may borrow up to $50,000 under the terms of a new
         line-of-credit agreement with a bank through October 31, 1997. Amounts
         borrowed bear interest at the bank's prime interest rate plus 1% and
         are collateralized by substantially all assets of the Company and are
         guaranteed by the officers/stockholders of the Company. At December 31,
         1996 and September 30, 1997, there was $50,000 and $40,000
         respectively, outstanding under this line-of-credit.

         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, 1997 and December 31, 1996, 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 1992 and 1988 Plans expired in 1995. No
         further options will be granted under the 1988 Plan.

         The Company has reserved 647,500 common shares for issuance under both
         plans.

         At September 30, 1997 and December 31, 1996, there were 271,000 options
         outstanding under the 1992 and 1988 Plans.



                                    - 11 -


<PAGE>


(10)     Related Party Transactions

         Due to Officers/Principal Stockholders -

         During 1996, 1995, and 1994, 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. Principal
         repayment is scheduled for $18,000 per year.

         At September 30, 1997 and December 31, 1996, the amount outstanding on
         this debt was $201,882 and $234,500 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 $72,000. Rent and common area
         charges were approximately $72,000, $72,000 and $58,000 in 1996, 1995
         and 1994, respectively. The Company owed approximately $20,000 for
         unpaid rent at December 31, 1996. During 1994, total unpaid rent of
         $109,000 was forgiven by the related party. This amount was reflected
         as an extraordinary item, net of income taxes, of $44,000.

         Significant Customer -

         In 1996, 1995 and 1994, 4% of revenue was derived from a related party.

(11)     Lease Commitments

         FCAC leases other office facilities under lease agreements expiring
         through December, 2000. Minimum lease payments under non-cancelable
         lease agreements are as follows at December 31, 1996:

                 1997........................................    71,313
                 1998........................................    55,564
                 1999........................................    11,036
                 2000........................................     5,903
                                                               --------
                                                               $143,816
                                                               ========

         Rent expense related to these operating leases was approximately
         $121,000, $124,000 and $135,000 for the years ended December 31, 1996,
         1995 and 1994, respectively.

(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.

                                    - 12 -


<PAGE>


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 1997, cash reserves of $36,612, cash flow from
operating activities of $98,487 and cash flow from investing activities of
$11,460 were sufficient to fund the Company's negative cash flow from debt
financing activities of $105,979.

Cash Flow from Operations: The Company had positive cash flow from operating
activities through the first nine months of 1997 of $98,487 compared to $64,266
for the same period in 1996. Despite a large decrease in accounts payable of
$70,826 in 1997 as compared to a decrease of $7,742 in 1996 total operating cash
flows increased by $34,221 for the nine month period ending September 30, 1997.
This was primarily due to a net income of $203,545 in 1997. This net income
figure was $142,535 higher than the $61,010 amount that was realized in 1996.

Cash Flow from Investing Activities: The only capital expenditures incurred by
the Company during the first nine months of 1997 related to capital improvements
for the Rochester corporate office building and the replacement of a company
vehicle. The primary cause of the sizeable cash inflow related to investing
activities for the 1997 year was a divestiture of the Keyman life insurance
policy maintained by the Company. This policy, having a cash surrender value of
$18,618 was transferred to a major stockholder as partial repayment for debts
owed to this stockholder. At September, 30, 1997, 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,
advances made by principal stockholders and treasury stock purchases. Despite
the effort to support the ongoing operations through the third quarter of 1997,
the Company was able to repay a portion of its borrowings from notes and loans
by $105,979. While the company purchased treasury stock in the amount of $25,000
in the 1996 calendar year, no similar purchases were made for the same period in
1997. This negative cash flow was adequately funded through positive operating
cash flows, investing cash flows and the cash reserve available at the beginning
of 1997.



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 1997.

                                    - 13 -


<PAGE>


Results of Operations

Total revenues for the first nine months of 1997 were $2,765,562 as compared to
$2,855,383 for the same period during 1996. This decrease of $89,821 or 3%
resulted from a slight decrease in sales order volume specifically within the
title insurance area. The revenues generated from title insurance premiums
decreased by 10% to $929,437 as compared to $1,034,705 for the first three
quarters of the 1996 calendar year. Despite this slight decrease associated with
title operations, revenues from abstract and other fees during the first nine
months of 1997 increased slightly by $15,447 to $1,836,125 as compared to
$1,820,678 for the same period in 1996.

Due to the decreased sales order volume in areas where the Company does
business, as well as a reduction in internal staffing the need for subcontractor
services diminished during the first nine months of 1997. Correspondingly,
direct costs of revenue decreased to 20.0% of revenues for this time period in
1997 as compared to 20.7% for the same period in 1996. Gross profit for the
quarter ended September 30, 1997 was $2,213,230 or 80.0% of gross revenues, as
compared to $2,262,953 or 79.3% of sales for the first three quarters of 1996.
Operating expenses for the months of January, 1997 through September, 1997 were
$1,972,220 or 71.3% of revenues as compared to $2,157,701 or 75.6% of revenues
for the same nine months in 1996. The reduction in operating expenses is
primarily due to decreased variable costs associated with a reduced sales volume
as well as continuous company-wide cost-cutting efforts. The Company anticipates
stable revenues during the final quarter of 1997 and operating costs consistent
with levels experienced in the first nine months of 1997 to further enhance the
company's profitability by year-end 1997. The $203,545 net income in the first
three quarters of 1997 compares favorably to the $ 61,010 net income incurred
through September, 1996.

The Company's ratio of current assets to current liabilities at September 30,
1997 and December 31, 1996 was 1.1:1 and .84:1, respectively. Accordingly, the
Company had working capital of $63,740 as of September 30, 1997 compared to a
deficit of $116,812 as of December 31, 1996.

                                    - 14 -


<PAGE>


                         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

                                    - 15 -


<PAGE>


                                  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, 1997                  By /s/ William S. Gagliano
     ----------------------------          -----------------------
                                               William S. Gagliano
                                               Executive Vice President and
                                               Chief Accounting Officer

                                    - 16 -

<TABLE> <S> <C>


<ARTICLE>       5
<MULTIPLIER>    1
       
<S>                                                  <C>
<PERIOD-TYPE>                                        9-MOS
<FISCAL-YEAR-END>                                    DEC-31-1997
<PERIOD-END>                                         SEP-30-1997
<CASH>                                               40,580
<SECURITIES>                                         0
<RECEIVABLES>                                        644,352
<ALLOWANCES>                                         84,000
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     626,094
<PP&E>                                               1,051,531
<DEPRECIATION>                                       946,370
<TOTAL-ASSETS>                                       1,157,786
<CURRENT-LIABILITIES>                                562,354
<BONDS>                                              0
<COMMON>                                             133,752
                                0
                                          0
<OTHER-SE>                                           186,116
<TOTAL-LIABILITY-AND-EQUITY>                         1,157,786
<SALES>                                              2,765,562
<TOTAL-REVENUES>                                     2,765,562
<CGS>                                                552,332
<TOTAL-COSTS>                                        1,972,220
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   37,465
<INCOME-PRETAX>                                      203,545
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  203,545
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                         203,545
<EPS-PRIMARY>                                        .06
<EPS-DILUTED>                                        .06
        


</TABLE>


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