FOUR CORNERS FINANCIAL CORP
10-Q, 1998-05-15
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 March 31, 1998

         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 May 13, 1998 there were 3,293,733 of the registrant's $.04 par value common
stock outstanding.




<PAGE>





                       FOUR CORNERS FINANCIAL CORPORATION

                                      INDEX

<TABLE>
<CAPTION>

 
                                                                                                              Page
                                                                                                             Number
                                                                                                             ------

<S>                                                                                                             <C>
PART I.           FINANCIAL INFORMATION

                  Item 1.  Financial Statements (Unaudited)

                              Consolidated Balance Sheets as of                                                 1-2
                               March 31, 1998 (Unaudited) and
                               December 31, 1997

                              Consolidated Statements of Operations for the                                       3
                               Three Months Ended March 31, 1998 and 1997
                               (Unaudited)

                              Consolidated Statements of Changes in                                               4
                               Stockholders' Investment for the Three Months
                               Ended March 31, 1998 and 1997 (Unaudited)

                              Consolidated Statements of Cash Flows for the                                       5
                               Three Months Ended March 31, 1998 and 1997
                               (Unaudited)


                              Notes to Condensed Consolidated Financial                                        6-12
                               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

</TABLE>




<PAGE>





PART I - FINANCIAL INFORMATION


Item 1.           Financial Statements (Unaudited)





                       FOUR CORNERS FINANCIAL CORPORATION

                           CONSOLIDATED BALANCE SHEETS

                      MARCH 31, 1998 AND DECEMBER 31, 1997


                                     ASSETS

<TABLE>
<CAPTION>

                                                                                March 31,        December 31,
                                                                                  1998               1997
                                                                                ---------        --------
                                                                              (Unaudited)
<S>                                                                             <C>              <C>       
CURRENT ASSETS:
         Cash and equivalents                                                   $   29,074       $   92,623
         Cash - escrow deposits                                                     32,662          240,465
         Accounts receivable - trade, net of
          allowance for doubtful accounts of $90,000
          in 1998 and 1997                                                         670,251          573,623
         Prepaid expenses                                                            5,983            7,819
         Current portion of note receivable                                          2,500            3,750
                                                                                ----------       ----------

                  Total current assets                                             740,470          918,280
                                                                                ----------       ----------


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


PROPERTY AND EQUIPMENT, net of accumulated
 depreciation                                                                      114,663          110,240
                                                                                ----------       ----------



OTHER ASSETS                                                                         6,627            6,627
                                                                                ----------       ----------


                                                                                $1,281,665       $1,455,052
                                                                                ==========       ==========
</TABLE>




        The accompanying notes are an integral part of these statements.



                                      - 1 -



<PAGE>

                       FOUR CORNERS FINANCIAL CORPORATION

                           CONSOLIDATED BALANCE SHEETS

                      MARCH 31, 1998 AND DECEMBER 31, 1997


                    LIABILITIES AND STOCKHOLDERS' INVESTMENT

<TABLE>
<CAPTION>

                                                                                March 31,        December 31,
                                                                                  1998               1997
                                                                                ---------        --------
                                                                               (Unaudited)
<S>                                                                             <C>              <C>       
CURRENT LIABILITIES:
         Line-of-credit                                                         $  100,000       $  100,000
         Current portion of notes payable                                          107,205          102,559
         Notes payable to officers/principal
          stockholders                                                              18,000           18,000
         Accounts payable                                                          374,969          373,843
         Accounts payable - related parties                                         14,086           19,907
         Escrow deposits                                                            32,662          240,465
         Accrued income taxes                                                        3,296            3,296
         Other accrued expenses                                                     38,967          107,779
                                                                                ----------       ----------

                  Total current liabilities                                        689,185          965,849
                                                                                ----------       ----------

LONG-TERM LIABILITIES:
         Notes payable, net of current portion                                      67,185           91,642
         Due to officer/principal stockholder                                       74,500           79,000
                                                                                ----------       ----------

                  Total long-term liabilities                                      141,685          170,642
                                                                                ----------       ----------

                  Total liabilities                                                830,870        1,136,491
                                                                                ----------       ----------

STOCKHOLDERS' INVESTMENT:
         Common stock, $.04 par value, 15,000,000
          shares authorized, 3,348,733 issued and
          3,293,733 outstanding in 1998 and 1997                                   133,752          133,752
         Additional paid-in-capital                                                835,402          835,402
         Accumulated deficit                                                      (487,734)        (619,968)
                                                                                ----------       ----------

                                                                                   481,420          349,186


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

                  Total stockholders' investment                                   450,795          318,561
                                                                                ----------       ----------

                                                                                $1,281,665       $1,455,052
                                                                                ==========       ==========

</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 MARCH 31, 1998 AND 1997



<TABLE>
<CAPTION>

                                                                           1998                      1997
                                                                        -----------               -----------
                                                                        (Unaudited)               (Unaudited)
<S>                                                                     <C>                       <C>       
REVENUE:

         Title insurance premiums                                       $  355,508                $  243,400
         Abstract and appraisal fees                                       734,210                   541,049
                                                                        ----------                ----------

                                                                         1,089,718                   784,449
                                                                        ----------                ----------


DIRECT COSTS OF REVENUE:

         Title insurance                                                  ( 78,792)                 ( 68,572)
         Abstract and appraisal services                                  (130,273)                 ( 91,856)
                                                                        ----------               -----------

                                                                          (209,065)                 (160,418)
                                                                        ----------               -----------

                  Gross profit                                             880,653                   624,031


OPERATING EXPENSES:                                                       (738,786)                 (671,330)
                                                                        ----------                ----------

         Profit/(Loss) from operations                                     141,867                  ( 47,299)
                                                                        ----------                ----------


INTEREST, NET:                                                            (  9,633)                 ( 13,624)
                                                                        ----------                ----------



NET PROFIT/(LOSS)                                                       $  132,234                $ ( 60,923)
                                                                        ==========                ==========


NET PROFIT/(LOSS) PER SHARE                                             $      .04                $     (.02)
                                                                        ==========                ==========

</TABLE>







        The accompanying notes are an integral part of these statements.



                                                       - 3-


<PAGE>






                       FOUR CORNERS FINANCIAL CORPORATION

         CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' INVESTMENT

               FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997

<TABLE>
<CAPTION>

                                                                       ----- Common Stock -----                    Additional   
                                                                                                                    Paid-in-    
                                                                         Shares             Amount                   Capital    
                                                                         ------             ------                   -------    


<S>                                                                    <C>               <C>                      <C>          
BALANCE, December 31, 1996                                              3,293,733         $ 133,752                $ 835,402    

         Net loss for the three months ended
          March 31, 1997 (Unaudited)                                          ---               ---                      ---    
                                                                       ----------         ---------                ---------    


BALANCE, March 31, 1997 (Unaudited)                                     3,293,733         $ 133,752                $ 835,402    
                                                                       ==========         =========                =========    


BALANCE, December 31, 1997                                              3,293,733         $ 133,752                $ 835,402    

         Net profit for the three months ended
          March 31, 1998 (Unaudited)                                          ---               ---                      ---    
                                                                       ----------         ---------                ---------    


BALANCE, March 31, 1998 (Unaudited)                                     3,293,733         $ 133,752                $ 835,402    
                                                                       ==========         =========                =========    



<CAPTION>
                                                                                                                       Total
                                                                   Accumulated               Treasury              Stockholders'
                                                                     Deficit                  Stock                 Investment
                                                                     -------                  -----                 ----------


<S>                                                                <C>                     <C>                    <C>       

BALANCE, December 31, 1996                                         $(  822,206)             $  (30,625)            $  116,323

         Net loss for the three months ended
          March 31, 1997 (Unaudited)                                  ( 60,923)                   ---                ( 60,923)
                                                                   -----------              ---------              -----------


BALANCE, March 31, 1997 (Unaudited)                                $(  883,129)            $  (30,625)             $   55,400
                                                                   ===========              ==========             ==========


BALANCE, December 31, 1997                                         $(  619,968)            $  (30,625)             $  318,561

         Net profit for the three months ended
          March 31, 1998 (Unaudited)                                   132,234                    ---                 132,234
                                                                   -----------             ----------              ----------


BALANCE, March 31, 1998 (Unaudited)                                $(  487,734)            $  (30,625)             $  450,795
                                                                   ===========              ==========             ==========


</TABLE>





        The accompanying notes are an integral part of these statements.

                                      - 4 -



<PAGE>



                       FOUR CORNERS FINANCIAL CORPORATION

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

               FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997

<TABLE>
<CAPTION>

                                                                           1998                      1997
                                                                        -----------               -----------
                                                                        (Unaudited)               (Unaudited)
<S>                                                                    <C>                       <C>   
CASH FLOW OPERATING ACTIVITIES:
   Net profit/(loss)                                                   $  132,234                $ ( 60,923)
   Adjustments to reconcile net loss to
    net cash flow from operating activities:
   Depreciation and amortization                                           12,680                    17,377
   Decrease/(increase) in accounts receivable                             (96,628)                   17,366
   Decrease/(increase) in other current assets                              3,086                   ( 2,977)
   Increase/(decrease) in accounts payable                                 (4,695)                   69,970
   Decrease in other current liabilities                                  (68,812)                  (31,707)
                                                                       ----------                ----------

         Net cash flow from operating activities                          (22,135)                    9,106
                                                                       -----------               ----------


CASH FLOW FROM INVESTING ACTIVITIES:
   Purchases of property and equipment,
    net of disposals                                                      (17,103)                      ---
   Decrease in other assets                                                   ---                     2,383
                                                                       ----------                ----------

         Net cash flow from investing activities                          (17,103)                    2,383
                                                                       -----------               ----------


CASH FLOW FROM FINANCING ACTIVITIES:
   Decrease in notes payable, net                                         (19,811)                  (25,246)
   Decrease in amount due to
    officer/principal stockholder                                         ( 4,500)                  ( 4,500)
                                                                       -----------               -----------

         Net cash flow from financing activities                          (24,311)                  (29,746)
                                                                       -----------               -----------


NET DECREASE IN CASH AND EQUIVALENTS:                                     (63,549)                  (18,257)



CASH AND EQUIVALENTS - beginning of period                                 92,623                    36,612
                                                                       ----------                ----------

CASH AND EQUIVALENTS - end of period                                   $   29,074                $   18,355
                                                                       ==========                ==========
</TABLE>






        The accompanying notes are an integral part of these statements.


                                      - 5 -




<PAGE>



                       FOUR CORNERS FINANCIAL CORPORATION

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                             MARCH 31, 1998 AND 1997

                                   (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.


                                      - 6 -


<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.





                                      - 7 -



<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 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, 1997 or at
         March 31, 1998. Therefore, no deferred taxes have been provided.


 (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 $32,662 and $240,465 at March 31, 1998 and
         December 31, 1997, respectively, are recorded as both a current asset
         and a current liability in the accompanying consolidated balance
         sheets.












                                      - 8 -



<PAGE>





 (7)     Notes Payable

         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.  Net income before taxes of $110,000, and f. 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, 1997 and 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, 1997 and 1996.

<TABLE>
<CAPTION>
                                                                                          March 31,               December 31,
         Notes payable consisted of the following:                                          1998                      1997
                                                                                          ---------               ------------
<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.                                                                         $  111,146               $  134,167

Term note payable to a bank with monthly principal payment of $1,542 through
October, 1999, plus interest at the bank's prime rate plus 1%. The note is also
guaranteed by the officers/stockholders of the Company and is collateralized by
substantially all of the Company's assets.                                                $   26,912                $  30,000

Various notes payable in aggregate monthly installments of $1,116 and $1,425 for
December 1997 and March 1998 respectively, including interest at rates ranging
from 9.5% to 11.5%. These notes mature through October 2000 and are
collateralized by the related equipment.                                                      36,332                   30,034
                                                                                          -----------               ----------
                                                                                             174,390                  194,201
Less:  Current Portion                                                                      (107,205)                (102,559)
                                                                                          -----------               ----------
                                                                                          $   67,185                $  91,642
                                                                                          ===========               ==========
</TABLE>
  

                                                       - 9 -

<PAGE>





(8)      Lines-of-Credit

         The Company may borrow up to $100,000 under the terms of an unsecured
         line-of-credit. Amounts borrowed bear interest at the bank's prime
         interest rate plus 1%. Borrowings under this line-of-credit are
         personally guaranteed by the Company's principal officers/stockholders.
         At December 31, 1997 and March 31, 1998, there was $100,000 outstanding
         under the terms of this line-of-credit.

         During 1997 the Company had a second line-of-credit for $50,000 with
         another bank. The $37,000 outstanding principal balance was
         restructured during November, 1997 into a term note payable.


 (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 the
         1992 plan.

         The Company did not have any outstanding options under the 1992 plan as
         of March 31, 1998 and December 31, 1997.

                                     - 10 -

<PAGE>




(10)     Related Party Transactions

         Due to Officers/Principal Stockholders -

         During 1997, 1996 and 1995, one of the Company's principal officers/
         stock-holders made advances to the Company. These advances were
         $97,000, $234,500 and 227,500 at December 31, 1997, 1996 and 1995,
         respectively. Amounts borrowed bear interest at the prime rate plus 3%
         and repayment is subordinated to the amounts outstanding under all
         other bank debt agreements. Principal repayment in future years is
         scheduled for $18,000 per year.


         Note Payable to Officers/Principal Stockholders -

         At December 31, 1997 and 1996 the Company owed approximately $4,907 and
         $3,300 respectively to a law firm for which the Company's principal
         stockholder is a partner for legal fees paid on behalf of the Company.
         These amounts have been included in accounts payable to related parties
         for these periods on the accompanying balance sheets.


         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 in 1997, 1996 and 1995,
         respectively. The Company owed approximately $15,000 and $18,100 for
         unpaid rent at December 31, 1997 and 1996, respectively. During 1997,
         total unpaid rent of $18,100 was forgiven by another related party.
         This amount has been reflected as an extraordinary item, net of income
         taxes, of $4,000.

         Significant Customer -

         In each of 1997, 1996 and 1995, approximately 8%, 4% and 4%
         respectively of revenue was derived from a related party.



(11)     Lease Commitments

         FCAC leases other office facilities under lease agreements expiring
         through December, 2002.

         Minimum lease payments under non-cancelable lease agreements are as
         follows at December 31, 1996:

                  1998........................................   103,101
                  1999........................................    42,771
                  2000 .......................................    28,046
                  2001 .......................................    28,046
                  2002........................................    28,046
                                                               ---------

                                                               $ 230,010
                                                               =========

                                     - 11 -


<PAGE>




         Rent expense related to these operating leases was approximately
         $126,101, $121,000 and $124,000 for the years ended December 31, 1997,
         1996 and 1995, 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 three months of 1998, cash reserves of $92,623 were sufficient
to fund negative cash flows from operating, investing and financing activities
of $22,135, $17,103 and $24,311, respectively.


Cash Flow from Operations: The Company had a negative cash flow from operating
activities through the first three months of 1998 of $22,135 compared to a
positive cash flow of $9,106 for the same period in 1997. Despite the
significant amount of net profit shown in the first three months of 1998, a
sizeable increase in accounts receivable and a corresponding decrease in
accounts payable more than offset the positive cash flow effect from net income.


Cash Flow from Investing Activities: The Company incurred capital expenditures
of $17,103 during the first three months of 1998 related to capital improvements
or equipment for the Rochester corporate office building. The Company made no
title plant investment during the first quarter of 1998. At March, 31, 1998, 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 quarter of 1998, the Company was able to
repay a portion of its borrowings from its principal officer/stockholder by
$4,500. Additional borrowings of $19,811 were repaid during the same period of
the 1998 calendar year. Approximately the same amounts were repaid for the same
period of the previous year. This negative cash flow was adequately funded
through the cash reserve available at the beginning of 1998.

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 1998.






                                     - 13 -


<PAGE>





Results of Operations

Total revenue for the first three months of 1998 were $1,089,718 as compared to
$784,449 for the same three month period in 1997. This increase of $305,269 or
39% resulted from the recent activity upstart in housing sales and other general
economic conditions. The revenues generated from title insurance premiums
increased by 46% to $355,508 for the first quarter. A similar increase was
recognized in the area of abstract and appraisal fees. These revenues increased
36% from $541,049 in 1997 to $734,210 in 1998.

Due to the increased sales order volume in areas where the Company does
business, as well as a reduction in internal staffing, the need for
subcontractor services for title abstract and appraisal orders escalated during
the first three months of 1998. Accordingly, total direct costs of revenues
increased by 30% from $160,418 in 1997 to $209,065 in 1998. As a result of the
large increase in revenues, gross profit for the quarter ended March 31, 1998
was $880,653 or 80.8% of revenues as compared to $624,031 or 79.6% of revenues
for the same quarter of the preceding year. Operating expenses for the quarter
ended March 31, 1998 were $738,786 as compared to $671,330 for the same period
in 1996. This increase of 10% is primarily due to an increase in the variable
expenses which are driven by increased sales volumes. The Company anticipates an
increase in revenues and stable operating costs during the remaining quarters of
1998 which would further enhance the sizeable net profit incurred in the first
quarter of the 1998 calendar year.

The Company's ratio of current assets to current liabilities at March 31, 1998
and December 31, 1997 was 1.07:1 and .95:1, respectively. Accordingly, the
Company had a working capital surplus of $51,285 as of March 31, 1998 compared
to a deficit of $47,569 as of December 31, 1997.







                                     - 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 May 15, 1998                   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>                       3-MOS
<FISCAL-YEAR-END>                   DEC-31-1998
<PERIOD-END>                        MAR-31-1998
<CASH>                                   29,074
<SECURITIES>                                  0
<RECEIVABLES>                           760,251
<ALLOWANCES>                             90,000
<INVENTORY>                                   0
<CURRENT-ASSETS>                        740,470
<PP&E>                                1,055,331
<DEPRECIATION>                          940,668
<TOTAL-ASSETS>                        1,281,665
<CURRENT-LIABILITIES>                   689,185
<BONDS>                                       0
                         0
                                   0
<COMMON>                                133,752
<OTHER-SE>                              317,043
<TOTAL-LIABILITY-AND-EQUITY>          1,281,665
<SALES>                               1,089,718
<TOTAL-REVENUES>                      1,089,718
<CGS>                                   209,065
<TOTAL-COSTS>                           738,786
<OTHER-EXPENSES>                              0
<LOSS-PROVISION>                              0
<INTEREST-EXPENSE>                        9,633
<INCOME-PRETAX>                         132,234
<INCOME-TAX>                                  0
<INCOME-CONTINUING>                     132,234
<DISCONTINUED>                                0
<EXTRAORDINARY>                               0
<CHANGES>                                     0
<NET-INCOME>                            132,234
<EPS-PRIMARY>                               .04
<EPS-DILUTED>                               .04
        


</TABLE>


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