FOUR CORNERS FINANCIAL CORP
10-Q, 1997-08-14
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 June 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, 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   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 August 8, 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
                     June 30, 1997 (Unaudited) and
                     December 31, 1996

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

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

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

                    Notes to Condensed Consolidated Financial           7-11
                     Statements (Unaudited)

        Item 2.  Management's Discussion and Analysis of                12-13
                     Financial Condition and Results of Operations

PART II OTHER INFORMATION

        Item 1.  Legal Proceedings                                      14

        Item 2.  Changes in Securities                                  14

        Item 3.  Default Upon Senior Securities                         14

        Item 4.  Submission of Matters to a Vote of                     14
                     Security Holders

        Item 5.  Other Information                                      14

        Item 6.  Exhibits and Reports on Form 8-K                       14




SIGNATURE                                                               15

<PAGE>

PART I - FINANCIAL INFORMATION

Item 1.           Financial Statements (Unaudited)

                       FOUR CORNERS FINANCIAL CORPORATION

                           CONSOLIDATED BALANCE SHEETS

                       JUNE 30, 1997 AND DECEMBER 31, 1996

<TABLE>
<CAPTION>

                                                          ASSETS

                                                                                             June 30,  December 31,
                                                                                               1997         1996
                                                                                           ----------   ----------
                                                                                          (Unaudited)
<S>                                                                                       <C>           <C>
CURRENT ASSETS:

         Cash and equivalents                                                              $   20,164   $   36,612
         Cash - escrow deposits                                                                75,119       74,540
         Accounts receivable - trade, net of
          allowance for doubtful accounts of $84,000
          in 1997 and 1996                                                                    595,870      510,762
         Prepaid expenses                                                                       3,158        5,914
         Other receivables                                                                      6,234         --
         Current portion of note receivable                                                     6,250        7,500
         Income tax receivable                                                                   --           --
                                                                                           ----------   ----------

                  Total current assets                                                        706,795      635,328
                                                                                           ----------   ----------


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


PROPERTY AND EQUIPMENT, net of accumulated
 depreciation                                                                                 108,546      142,523
                                                                                           ----------   ----------


OTHER ASSETS:

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

         Other assets                                                                           6,377        8,760
                                                                                           ----------   ----------

                                                                                                6,377       27,378
                                                                                           ----------   ----------

                                                                                           $1,241,623   $1,225,134
                                                                                           ==========   ==========

</TABLE>


        The accompanying notes are an integral part of these statements.

                                      - 1 -

<PAGE>

                       FOUR CORNERS FINANCIAL CORPORATION

                           CONSOLIDATED BALANCE SHEETS

                       JUNE 30, 1997 AND DECEMBER 31, 1996

                    LIABILITIES AND STOCKHOLDERS' INVESTMENT

<TABLE>
<CAPTION>
                                                                                  June 30,      December 31,
                                                                                   1997            1996
                                                                                ---------        --------
                                                                               (Unaudited)
<S>                                                                             <C>              <C> 
CURRENT LIABILITIES:

         Line-of-credit                                                         $   48,000       $   50,000
         Current portion of notes payable                                           97,479           97,050
         Current portion of obligations under
          capital leases                                                               ---              ---
         Notes payable to officers/principal
          stockholders                                                              18,000           18,000
         Accounts payable                                                          452,523          425,697
         Accounts payable - related parties                                         12,210           21,400
         Escrow deposits                                                            75,119           74,540
         Accrued income taxes                                                        1,500            1,500
         Other accrued expenses                                                     33,717           63,953
                                                                                ----------       ----------

                  Total current liabilities                                        738,548          752,140
                                                                                ----------       ----------

LONG-TERM LIABILITIES:

         Notes payable, net of current portion                                      90,138          140,171

         Obligations under capital leases, net
          of current portion                                                           ---              ---
         Due to officer/principal stockholder                                      188,382          216,500
                                                                                ----------       ----------

                  Total long-term liabilities                                      278,520          356,671
                                                                                ----------       ----------

                  Total liabilities                                              1,017,068        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                                                      (713,974)        (822,206)
                                                                                -----------      ----------

                                                                                   255,180          146,948

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

                  Total stockholders' investment                                   224,555          116,323
                                                                                ----------       ----------

                                                                                $1,241,623       $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 JUNE 30, 1997 AND 1996

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

         Title insurance premiums                                       $  316,949                $  371,883
         Abstract and appraisal fees                                       697,301                   667,370
                                                                        ----------                ----------

                                                                         1,014,250                 1,039,253
                                                                        ----------                ----------

DIRECT COSTS OF REVENUE:

         Title insurance                                                  ( 81,325)                 (108,830)
         Abstract and appraisal services                                  (106,680)                 (106,914)
                                                                        ----------               -----------

                                                                          (188,005)                 (215,744)
                                                                        ----------               -----------

                  Gross profit                                             826,245                   823,509


OPERATING EXPENSES:                                                       (644,257)                 (761,637)
                                                                        ----------                ----------

         Income from operations                                            181,988                    61,872
                                                                        ----------                ----------


INTEREST, NET:                                                             (12,833)                  (14,893)
                                                                        ----------                ----------


NET INCOME                                                              $  169,155                $   46,979
                                                                        ==========                ==========


NET INCOME PER SHARE                                                    $      .05                $      .01
                                                                        ==========                ==========

</TABLE>


        The accompanying notes are an integral part of these statements.

                                      - 3 -


<PAGE>

                       FOUR CORNERS FINANCIAL CORPORATION

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                 FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996

<TABLE>
<CAPTION>
                                                                           1997                      1996
                                                                        -----------               -----------
                                                                        (Unaudited)               (Unaudited)

<S>                                                                     <C>                       <C>  
REVENUE:

         Title insurance premiums                                       $  560,350                $  712,176
         Abstract and appraisal fees                                     1,238,349                 1,215,811
                                                                        ----------                ----------

                                                                         1,798,699                 1,927,987
                                                                        ----------                ----------


DIRECT COSTS OF REVENUE:

         Title insurance                                                  (149,897)                 (224,958)
         Abstract and appraisal services                                  (198,526)                 (192,907)
                                                                        ----------               -----------

                                                                          (348,423)                 (417,865)
                                                                        ----------               -----------

                  Gross profit                                           1,450,276                 1,510,122


OPERATING EXPENSES:                                                     (1,315,587)               (1,468,796)
                                                                        ----------                ----------

         Income from operations                                            134,689                    41,326
                                                                        ----------                ----------


INTEREST, NET:                                                             (26,457)                  (30,267)
                                                                        ----------                ----------


NET INCOME                                                              $  108,232                $   11,059
                                                                        ==========                ==========


NET INCOME PER SHARE                                                    $      .03                $     (.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 SIX MONTHS ENDED JUNE 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                        3,343,802   $  133,752   $      835,402   $(907,924)   $  (5,625)   $  55,605

         Net income for the six months ended

          June 30, 1996 (Unaudited)                    --           --               --        11,059         --         11,059
                                                -----------   ----------   --------------   ---------    ---------    ---------


BALANCE, June 30, 1996 (Unaudited)                3,343,802   $  133,752   $      835,402   $(896,865)   $  (5,625)   $  66,664
                                                ===========   ==========   ==============   =========    =========    =========


BALANCE, December 31, 1996                        3,293,733   $  133,752   $      835,402   $(822,206)   $ (30,625)   $ 116,323

         Net income for the six months ended

          June 30, 1997 (Unaudited)                    --           --               --       108,232         --        108,232
                                                -----------   ----------   --------------   ---------    ---------    ---------


BALANCE, June 30, 1997 (Unaudited)                3,293,733   $  133,752   $      835,402   $(713,974)   $ (30,625)   $ 224,555
                                                ===========   ==========   ==============   =========    =========    =========

</TABLE>

        The accompanying notes are an integral part of these statements.

                                      - 5 -

<PAGE>

                      FOUR CORNERS FINANCIAL CORPORATION

                    CONSOLIDATED STATEMENTS OF CASH FLOWS

               FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996

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

CASH FLOW OPERATING ACTIVITIES:
   Net income                                                          $  108,232                $   11,059
   Adjustments to reconcile net loss to
    net cash flow from operating activities:

   Depreciation and amortization                                           32,489                    42,812
   Increase in accounts receivable                                        (85,108)                  (54,024)
   Decrease/(increase) in other current assets                             (2,228)                    2,836
   Increase in accounts payable                                            17,636                    72,844
   Decrease in other current liabilities                                  (30,236)                  (14,929)
                                                                       -----------               -----------

         Net cash flow from operating activities                           40,785                    60,598
                                                                       -----------               ----------



CASH FLOW FROM INVESTING ACTIVITIES:
   Purchases of property and equipment,
    net of disposals                                                        1,488                   (21,897)
   Decrease in other assets                                                 2,383                     5,999
   Investment in cash value of life insurance                              18,618                       ---
                                                                       ----------                ----------

         Net cash flow from investing activities                           22,489                   (15,898)
                                                                       ----------                -----------



CASH FLOW FROM FINANCING ACTIVITIES:
   Decrease in notes payable, net                                         (49,604)                  (43,806)
   Decrease in obligations under
    capital leases, net                                                       ---                   (19,951)
   Increase/(decrease) in line-of-credit                                   (2,000)                   15,000
   Increase/(decrease) in amount due to
    officer/principal stockholder                                         (28,118)                   (9,000)

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

         Net cash flow from financing activities                          (79,722)                  (57,757)
                                                                       -----------               -----------


NET DECREASE IN CASH AND EQUIVALENTS:                                     (16,448)                  (13,057)


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

CASH AND EQUIVALENTS - end of period                                   $   20,164                $   49,734
                                                                       ==========                ==========

</TABLE>

        The accompanying notes are an integral part of these statements.

                                      - 6 -

<PAGE>

                       FOUR CORNERS FINANCIAL CORPORATION

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                             JUNE 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.


         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.

                                      - 7 -

<PAGE>

 (3)     Summary of Significant Accounting Policies (Continued)

         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.

         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 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, 1996 or at
         June 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.

                                      - 8 -

<PAGE>

 (3)     Summary of Significant Accounting Policies (Continued)

 (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 $75,119 and $74,540 at June 30, 1997 and
         December 31, 1996, respectively, are recorded as both a current asset
         and a current liability in the accompanying consolidated balance
         sheets.

 (7)     Notes Payable and Obligations Under Capital Leases

         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 at least $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:
<TABLE>
<CAPTION>
                                                                                    June 30,    December 31,
                                                                                      1997         1996
                                                                                      ----         ----
<S>                                                                             <C>            <C>
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 assets.                                                           $  180,209      $  226,250
                                                                                ----------      ----------

Various notes payable in aggregate monthly installments of $450 including
interest at a rate 9.5%. These notes mature through November, 1999 and are
collateralized by the related equipment.                                             7,408          10,971
                                                                                ----------      ----------
                                                                                   187,617         237,221

Less:  Current Portion                                                             (97,479)        (97,050)
                                                                                ----------      ----------
                                                                                $   90,138      $  140,171
                                                                                ==========     ===========
</TABLE>

                                      - 9 -

<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 June 30, 1997, there was $50,000 and $48,000 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 June 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 expire 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 June 30, 1997 and December 31, 1996, there were 271,000 options
         outstanding under the 1992 and 1988 Plans.

(10)     Related Party Transactions

         Due to Officers/Principal Stockholders -

         During 1996, 1995, and 1994, one of the Company's principal officers/
         stockholders 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 June 30, 1997 and December 31, 1996, the amount outstanding on this
         debt was $225,000 and $234,500, respectively.

                                     - 10 -

<PAGE>

         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. Durig 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.

         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.

                                     - 11 -


<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 six months of 1997, cash reserves of $36,612, cash flow from
operating activities of $40,785 and a net asset investment cash flow of $22,489
were sufficient to fund the Company's negative cash flow from debt financing
activities of $79,722.

Cash Flow from Operations: The Company had positive cash flow from operating
activities through the first six months of 1997 of $40,785 compared to $60,598
for the same period in 1996. The decrease in total operating cash flow was
primarily due to a much smaller increase in accounts payable relative to that of
the prior year. This increase in accounts' payable was $72,844 in 1996 while
only $17,636 in 1997.

Cash Flow from Investing Activities: The only capital expenditures incurred by
the Company during the first six months of 1997 related to assets necessary for
the operation of the Rochester corporate office building. The Company made no
title plant investment in during 1997. At June, 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
and advances made by principal stockholders. Despite the effort to support the
ongoing operations during the first half of 1997, the Company was able to repay
a portion of its borrowings from its principal officer/stockholder by $28,118.
Additional repayments of $2,000 toward an available line-of-credit were made in
1997. This negative cash flow was adequately funded through positive operating 
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.

Results of Operations

Total revenues for the first six months of 1997 were $1,798,699 as compared to
$1,927,987 for the same six month period of 1996. This decrease of $129,288 or
7% resulted from a slight decrease in sales order volume specifically within the
title insurance arena. The revenues generated from title insurance premiums
decreased by 21% to $560,350 as compared to $712,176 for the first two quarters
of the 1996 calendar year. Revenues from abstract and appraisal fees increased
during the first six months of 1997 by $22,538 to $1,238,349 as compared to
$1,215,811 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 six months of 1997.
Correspondingly, direct costs of revenue decreased to 19.4% for this period of
1997 representing the cost of producing abstracts of title in areas where the
company does not have a direct operation, as compared to 21.7% for the same
period in 1996. Gross profit for the quarters ended June 30, 1997 was $1,450,276
or 80.6%, as compared to $1,510,122 or 78.3% of sales for the first half of
1996. Operating expenses for the months of January, 1997 through June of 1997
were $1,315,587 or 73.1% of revenues as compared to $1,468,796 or 76.2% of
revenues for the same six months in 1996. The decrease in operating expenses is
primarily attributable to decreased variable costs associated with a reduced
sales volume as well as continuous company-wide cost cutting efforts. The
Company anticipates stable revenue during the remaining quarters of 1997 and a
corresponding percentage reduction in operating costs to further enhance the
company's profitability by year end 1997. The $108,232 net income in the first
two quarters of 1997 compares to that of $11,059 incurred for the same period in
1996.

                                     - 12 -

<PAGE>

The Company's ratio of current assets to current liabilities at June 30, 1997
and December 31, 1996 was .96:1 and .84:1, respectively. Accordingly, the
Company had a working capital deficit of $31,753 as of June 30, 1997 compared to
$116,812 as of December 31, 1996.

                                     - 13 -

<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

                                     - 14 -

<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  August 14, 1997                       By  /s/ William S. Gagliano
      ---------------                           ------------------------------- 
                                                    William S. Gagliano
                                                    Executive Vice President and
                                                    Chief Accounting Officer

                                     - 15 -

<TABLE> <S> <C>


<ARTICLE>                                        5
<MULTIPLIER>                                     1

       

<S>                                              <C>
<PERIOD-TYPE>                                    6-MOS
<FISCAL-YEAR-END>                                DEC-31-1997
<PERIOD-END>                                     JUN-30-1997
<CASH>                                           20,164
<SECURITIES>                                     0
<RECEIVABLES>                                    679,870
<ALLOWANCES>                                     84,000
<INVENTORY>                                      0
<CURRENT-ASSETS>                                 706,795
<PP&E>                                           1,040,751
<DEPRECIATION>                                   932,205
<TOTAL-ASSETS>                                   1,241,623
<CURRENT-LIABILITIES>                            738,548
<BONDS>                                          0
                            0
                                      0
<COMMON>                                         133,752
<OTHER-SE>                                       90,803
<TOTAL-LIABILITY-AND-EQUITY>                     1,241,623
<SALES>                                          1,798,699
<TOTAL-REVENUES>                                 1,798,699
<CGS>                                            348,423
<TOTAL-COSTS>                                    1,315,587
<OTHER-EXPENSES>                                 0
<LOSS-PROVISION>                                 0
<INTEREST-EXPENSE>                               26,457
<INCOME-PRETAX>                                  108,232
<INCOME-TAX>                                     0
<INCOME-CONTINUING>                              108,232
<DISCONTINUED>                                   0
<EXTRAORDINARY>                                  0
<CHANGES>                                        0
<NET-INCOME>                                     108,232
<EPS-PRIMARY>                                    .03
<EPS-DILUTED>                                    .03


</TABLE>


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