FOUR CORNERS FINANCIAL CORP
10-Q, 1998-08-14
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, 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 August 5, 1998 there were 3,293,731 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, 1998 (Unaudited) and
                   December 31, 1997

                  Consolidated Statements of Operations for the             3-4
                   Three Months and Six Months Ended June 30, 1998
                   and 1997 (Unaudited)

                  Consolidated Statements of Changes in                       5
                   Stockholders' Investment for the Six Months
                   Ended June 30, 1998 and 1997 (Unaudited)

                  Consolidated Statements of Cash Flows for the               6
                   Six Months Ended June 30, 1998 and 1997
                   (Unaudited)

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

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

PART II. OTHER INFORMATION

         Item 1.  Legal Proceedings                                          16

         Item 2.  Changes in Securities                                      16

         Item 3.  Default Upon Senior Securities                             16

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

         Item 5.  Other Information                                          16

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


SIGNATURE                                                                    17

<PAGE>

PART I - FINANCIAL INFORMATION

Item 1.           Financial Statements (Unaudited)

                      FOUR CORNERS FINANCIAL CORPORATION

                          CONSOLIDATED BALANCE SHEETS

                      JUNE 30, 1998 AND DECEMBER 31, 1997

                                    ASSETS

                                                         June 30,  December 31,
                                                           1998       1997
                                                        ---------  ------------
                                                       (Unaudited)

CURRENT ASSETS:
  Cash and equivalents                                 $  191,094    $   92,623
  Cash - escrow deposits                                2,129,511       240,465
  Accounts receivable - trade, net of
   allowance for doubtful accounts of $174,000
   and $90,000 in 1998 and 1997, respectively             679,956       573,623
  Prepaid expenses                                          6,508         7,819
  Current portion of note receivable                        1,250         3,750
                                                       ----------    ----------

           Total current assets                         3,008,319       918,280
                                                       ----------    ----------

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

PROPERTY AND EQUIPMENT, net of accumulated
 depreciation                                             154,245       110,240
                                                       ----------    ----------

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

                                                       $3,589,096    $1,455,052
                                                       ==========    ==========

       The accompanying notes are an integral part of these statements.

                                     - 1 -


<PAGE>

                      FOUR CORNERS FINANCIAL CORPORATION

                          CONSOLIDATED BALANCE SHEETS

                      JUNE 30, 1998 AND DECEMBER 31, 1997

                   LIABILITIES AND STOCKHOLDERS' INVESTMENT

                                                         June 30,  December 31,
                                                           1998       1997
                                                        ---------  ------------
                                                       (Unaudited)

CURRENT LIABILITIES:

  Line-of-credit                                       $  100,000    $  100,000
  Current portion of notes payable                        120,936       102,559
  Current portion of capital leases                        10,221           --
  Notes payable to officers/principal
   stockholders                                            18,000        18,000
  Accounts payable                                        280,487       373,843
  Accounts payable - related parties                          --         19,907
  Escrow deposits                                       2,129,511       240,465
  Accrued income taxes                                      3,296         3,296
  Other accrued expenses                                   62,487       107,779
                                                       ----------    ----------

           Total current liabilities                    2,724,938       965,849
                                                       ----------    ----------

LONG-TERM LIABILITIES:

  Notes payable, net of current portion                    22,456        91,642
  Capital leases, net of current portion                   34,556           --
  Due to officer/principal stockholder                     70,000        79,000
                                                       ----------    ----------

           Total long-term liabilities                    127,012       170,642
                                                       ----------    ----------

           Total liabilities                            2,851,950     1,136,491
                                                       ----------    ----------

STOCKHOLDERS' INVESTMENT:

  Common stock, $.04 par value, 15,000,000
   shares authorized, 3,348,731 issued and
   3,293,731 outstanding in 1998 and 1997                 133,752       133,752
  Additional paid-in-capital                              835,402       835,402
  Accumulated deficit                                    (201,383)     (619,968)
                                                       ----------    ----------

                                                          767,771       349,186

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

           Total stockholders' investment                 737,146       318,561
                                                       ----------    ----------

                                                       $3,589,096    $1,455,052
                                                       ==========    ==========

       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, 1998 AND 1997


                                                           1998       1997
                                                        ---------  ------------
                                                       (Unaudited)  (Unaudited)

REVENUE:

         Title insurance premiums                      $  541,783    $  316,949
         Abstract and other fees                          871,785       697,301
                                                       ----------    ----------

                                                        1,413,568     1,014,250
                                                       ----------    ----------

DIRECT COSTS OF REVENUE:

         Title insurance                                 (115,024)     ( 81,325)
         Abstract and other services                     (151,243)     (106,680)
                                                       ----------    ----------

                                                         (266,267)     (188,005)
                                                       ----------    ----------

                  Gross profit                          1,147,301       826,245

OPERATING EXPENSES:                                      (850,793)     (644,257)
                                                       ----------    ----------

         Income from operations                           296,508       181,988
                                                       ----------    ----------

INTEREST, NET:                                           ( 10,159)     ( 12,833)
                                                       ----------    ----------

NET INCOME                                             $  286,349    $  169,155
                                                       ==========    ==========

NET INCOME PER SHARE                                   $      .09    $      .05
                                                       ==========    ==========

       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, 1998 AND 1997

                                                           1998       1997
                                                        ---------  ------------
                                                       (Unaudited)  (Unaudited)

REVENUE:

         Title insurance premiums                      $  897,292    $  560,350
         Abstract and other fees                        1,605,995     1,238,349
                                                       ----------    ----------

                                                        2,503,287     1,798,699
                                                       ----------    ----------

DIRECT COSTS OF REVENUE:

         Title insurance                                 (193,817)     (149,897)
         Abstract and other services                     (281,514)     (198,526)
                                                       ----------    ----------

                                                         (475,331)     (348,423)
                                                       ----------    ----------

                  Gross profit                          2,027,956     1,450,276

OPERATING EXPENSES:                                    (1,589,579)   (1,315,587)
                                                       ----------    ----------

         Income from operations                           438,377       134,689
                                                       ----------    ----------

INTEREST, NET:                                           ( 19,792)     ( 26,457)
                                                       ----------    ----------

NET INCOME                                             $  418,585    $  108,232
                                                       ==========    ==========

NET INCOME PER SHARE                                   $      .13    $      .03
                                                       ==========    ==========


       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, 1998 AND 1997

<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, 1996                3,293,731  $ 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)        3,293,731  $ 133,752    $ 835,402  $ (713,974)  $ (30,625)   $ 224,555
                                         ==========  =========    =========  ==========   =========    =========

BALANCE, December 31, 1997                3,293,731  $ 133,752    $ 835,402  $ (619,968)  $ (30,625)   $ 318,561

  Net income for the six months ended
   June 30, 1998 (Unaudited)                   --         --           --       418,585          --      418,585
                                         ----------  ---------    ---------  ----------   ---------    ---------

BALANCE, June 30, 1998 (Unaudited)        3,293,731  $ 133,752    $ 835,402  $ (201,383)  $ (30,625)   $ 737,146
                                         ==========  =========    =========  ==========   =========    =========
</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, 1998 AND 1997

<TABLE>
<CAPTION>

                                                             1998            1997
                                                          -----------     -----------
                                                          (Unaudited)     (Unaudited)

<S>                                                       <C>              <C>
CASH FLOW OPERATING ACTIVITIES:
   Net income                                             $  418,585       $  108,232
   Adjustments to reconcile net loss to
    net cash flow from operating activities:
   Depreciation and amortization                              26,905           32,489
   Increase in accounts receivable                         ( 106,333)        ( 85,108)
   Decrease/(increase) in other current assets                 3,811         (  2,228)
   Increase/(decrease) in accounts payable                 ( 113,263)          17,636
   Decrease in other current liabilities                   (  45,292)        ( 30,236)
                                                          ----------       ----------

         Net cash flow from operating activities             184,413           40,785
                                                          ----------       ----------

CASH FLOW FROM INVESTING ACTIVITIES:
   Purchases of property and equipment,
    net of disposals                                       (  70,910)           1,488
   Investment in cash value life insurance                       --            18,618
   Decrease in other assets                                      --             2,383
                                                          ----------       ----------

         Net cash flow from investing activities           (  70,910)          22,489
                                                          ----------       ----------

CASH FLOW FROM FINANCING ACTIVITIES:
   Decrease in line-of-credit                                    --            (2,000)
   Decrease in notes payable, net                          (  50,809)       (  49,604)
   Increase in obligations under capital leases               44,777              --
   Decrease in amount due to
    officer/principal stockholder                          (   9,000)       (  28,118)
                                                          ----------       ----------

         Net cash flow from financing activities           (  15,032)       (  79,722)
                                                          ----------       ----------

NET DECREASE IN CASH AND EQUIVALENTS:                      (  98,471)       (  16,448)

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

CASH AND EQUIVALENTS - end of period                      $  191,094       $   20,164
                                                          ==========       ==========
</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, 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.

                                     - 7 -

<PAGE>

 (3)     Summary of Significant Accounting Policies (Continued)

         Property and Equipment -

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

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

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

         Intangible Assets -

         Intangible assets consist of goodwill and covenants not-to-compete
         resulting from the 1987 acquisition of the Albany branch, the 1989
         acquisition of Livingston Abstract Corporation, the 1990 acquisition
         of Picciano Abstract Company, Inc. and the 1991 acquisition of Proper
         Appraisal Specialists, Inc. These assets were fully amortized during
         1995.

         Title Plant -

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

         The Company has incurred identifiable costs related to the activities
         necessary to construct a title plant which are reflected as assets. A
         title plant is regarded as a tangible asset having an indefinite
         economic life; accordingly, title plant costs are not depreciated.

         Revenue Recognition -

         Title insurance is provided to purchasers or financiers of real
         property purchases. The related revenue is recognized when policies
         become effective, generally at the property or mortgage loan closing.
         Under terms of the Company's agreements with its title insurance
         underwriters, a commission of 15% to 20% is paid to its underwriter
         on all title insurance policies written. Pricing is based on a rate
         schedule established by the Insurance Department of the State of New
         York which provides for varying rates for services rendered.
         Commission expense is reflected as a direct cost of title insurance
         revenue in the statement of operations.

                                     - 8 -

<PAGE>

 (3)     Summary of Significant Accounting Policies (Continued)

         Revenue Recognition - (Continued)

         The Company also performs title abstract research and provides
         appraisals on real properties under an exclusive arrangement with a
         local appraisal company. Abstract 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 June 30, 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 net funds, totalling $2,129,511 and $240,465 at June 30, 1998
         and December 31, 1997, respectively, are recorded as both a current
         asset and a current liability in the accompanying consolidated
         balance sheets.

                                     - 9 -

<PAGE>

 (7)     Notes Payable and Obligations Under Capital Leases

         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.

         Notes payable consisted of the following:        June 30,  December 31,
                                                            1998        1997
                                                          --------  ------------
         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/ stockholders of the
         Company and is collateralized by
         substantially all of the Company's assets.     $   88,125   $  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.     $   22,287   $   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.                                 32,980       30,034
                                                        ----------   ----------
                                                           143,392      194,201

         Less:  Current Portion                           (120,936)    (102,559)
                                                        ----------   ----------
                                                        $   22,456   $   91,642
                                                        ==========   ==========

                       - 10 -

<PAGE>

         Obligations Under Capital Leases -

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

                                                          June 30,  December 31,
                                                            1998        1997
                                                          --------  ------------

         Various leases payable in aggregate
         monthly installments of $1,258 including
         interest at rates ranging from 11.63% to
         12.16%. These leases mature through March,
         2002 and are collateralized by the
         equipment.                                     $ 44,777     $    --

         Less:  Current Portion                          (10,221)         --
                                                        --------     ---------
                                                        $ 34,556     $    --
                                                        ========     =========
(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 June 30, 1998, there
         was $100,000 outstanding under the terms of 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 the 1992 plan. The
         Company did not have any outstanding options under the 1992 plan as
         of June 30, 1998 and December 31, 1997.

                                     - 11 -

<PAGE>

(10)     Related Party Transactions

         Due to Officers/Principal Stockholders -

         During 1997, 1996 and 1995, one of the Company's principal officers/
         stockholders 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, 1997:

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

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

                                     - 12 -

<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.

                                     - 13 -

<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 1998, cash reserves of $92,623 and cash flow
from operating activities of $184,413 were sufficient to fund the Company's
negative cash flow from investing and financing activities of $70,910 and
15,032, respectively.

Cash Flow from Operations: The Company had positive cash flow from operating
activities through the first six months of 1998 of $184,413 compared to
$40,785 for the same period in 1997. This increase in total operating cash
flow was primarily due to a large increase in net income relative to that of
the prior year. This net income of $418,585 in 1998 was nearly three times
greater than 1997's amount of $108,232.

Cash Flow from Investing Activities: The Company incurred capital expenditures
of $70,910 during the first six 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 two quarters of 1998. At June, 30,
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 six months of 1998, the Company was able
to repay a portion of its borrowings from its principal officer/stockholder by
$9,000. Additional borrowings of $50,809 under notes payable arrangements 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. Unlike in
the 1997 year, the Company incurred additional borrowings in 1998 under
capital lease arrangements in the amount of $44,777. This total negative cash
flow was adequately funded through the cash reserve available at the beginning
of 1998 as well as through the significant amount of cash flow from
operations.

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.

                                     - 14 -

<PAGE>

Results of Operations

Total revenues for the first six months of 1998 were $2,503,287 as compared to
$1,798,699 for the same six month period of 1997. This increase of $704,588 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 60% to $897,292 as compared to $560,350 for the first
two quarters of the 1997 calendar year. Revenues from abstract and appraisal
fees also increased significantly in 1998 by $367,646 to $1,605,995. This
compares to revenues of $1,238,349 for the same period in 1997.

                     REAL ESTATE ACTIVITIES AND RESULTANT

Due to increased real estate activities and Resultant sales order volume in
areas where the Company does business, the need for subcontractor services for
title, abstract and other orders escalated during the first six months of 1998.
Accordingly, total direct costs of revenues increased by 36% from $348,423 in
1997 to $475,331 in 1998. As a result of this large increase in revenue, gross
profit for the first two quarters ended June 30, 1998 was $2,027,956 or 81.0% of
revenues as compared to $1,450,276 or 80.1% of revenues for the same quarters of
the previous year. Operating expenses for the first half of the 1998 calendar
year amounted to $1,589,579 or 63.5% of revenues as compared to $1,315,587 or
73.1% of revenues for the same six months in 1997. This increase of 20.8% 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 realized in the first half of the 1998 calendar
year.

The Company's ratio of current assets to current liabilities at June 30, 1998
and December 31, 1997 was 1.10:1 and .95:1, respectively. Accordingly, the
Company had a working capital surplus of $283,381 as of June 30, 1998 compared
to a deficit of $47,569 as of December 31, 1997.

                                     - 15 -

<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

                                     - 16 -

<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 13, 1998             By /s/ William S. Gagliano
     ---------------------------       ---------------------------------------
                                       William S. Gagliano
                                       Executive Vice President and
                                       Chief Accounting Officer

                                     - 17 -


<TABLE> <S> <C>


<ARTICLE>      5
<MULTIPLIER>   1
       
<S>                                                  <C>
<PERIOD-TYPE>                                              6-MOS
<FISCAL-YEAR-END>                                    DEC-31-1998
<PERIOD-END>                                         JUN-30-1998
<CASH>                                                   191,094
<SECURITIES>                                                   0
<RECEIVABLES>                                            853,956
<ALLOWANCES>                                             174,000
<INVENTORY>                                                    0
<CURRENT-ASSETS>                                       3,008,319
<PP&E>                                                 1,109,138
<DEPRECIATION>                                           954,893
<TOTAL-ASSETS>                                         3,589,096
<CURRENT-LIABILITIES>                                  2,724,938
<BONDS>                                                        0
<COMMON>                                                 133,752
                                          0
                                                    0
<OTHER-SE>                                               603,394
<TOTAL-LIABILITY-AND-EQUITY>                           3,589,096
<SALES>                                                2,503,287
<TOTAL-REVENUES>                                       2,503,287
<CGS>                                                    475,331
<TOTAL-COSTS>                                          1,589,579
<OTHER-EXPENSES>                                               0
<LOSS-PROVISION>                                               0
<INTEREST-EXPENSE>                                        19,792
<INCOME-PRETAX>                                          418,585
<INCOME-TAX>                                                   0
<INCOME-CONTINUING>                                      418,585
<DISCONTINUED>                                                 0
<EXTRAORDINARY>                                                0
<CHANGES>                                                      0
<NET-INCOME>                                             418,585
<EPS-PRIMARY>                                                .13
<EPS-DILUTED>                                                .13
        


</TABLE>


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