================================================================================
Quarterly Report For Small Business Issuers Subject
to the 1934 Act Reporting Requirements
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Quarter Ended September 30, 1998
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File No. 0-21417
CAPITAL TITLE GROUP, INC.
-------------------------
(Name of Small Business Issuer in its charter)
Delaware 87-0399785
- --------------------------------------------------------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
14555 North Scottsdale Road, Suite 320, Scottsdale, AZ 85254
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (602) 483-8868
--------------
Check whether the issuer (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 [ ].
Number of shares outstanding for each of the issuer's classes of common
equity, as of the latest practicable date.
$.001 par value common stock 16,253,644 shares as of October 30, 1998.
================================================================================
<PAGE>
FORM 10-QSB
For the Quarter ended September 30, 1998
TABLE OF CONTENTS
PART I: FINANCIAL INFORMATION Page Number
-----------
Item 1. Condensed Consolidated Financial Statements
A. Consolidated Balance Sheets as of
September 30, 1998 and December 31, 1997 3
B. Consolidated Statements of Operations
for the three month and nine month periods
ended September 30, 1998 and 1997 4
C. Consolidated Statements of Cash Flows
for the nine month periods ended
September 30, 1998 and 1997 5
D. Notes to Consolidated Financial Statements 6 - 8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9 - 12
PART II: OTHER INFORMATION
Items 1 - 5 of Part II have been omitted because they are
not applicable with respect to the current reporting period.
Item 6. Exhibits and Reports on Form 8-K 13
SIGNATURES 13
2
<PAGE>
PART I: FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
CAPITAL TITLE GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
September 30, December 31,
1998 1997
------------ ------------
(unaudited)
ASSETS
Current Assets:
Cash $ 4,741,426 $ 198,903
Accounts receivable, net 246,612 109,906
Interest receivable 52,452 36,287
Prepaid expenses 118,022 16,554
----------- -----------
Total Current Assets 5,158,512 361,650
Property and Equipment, net 4,356,624 1,560,655
Other Assets:
Investment in title plant 225,000 175,000
Deposits and other assets 444,347 90,823
Property held for sale 65,696 65,696
----------- -----------
Total Assets $10,250,179 $ 2,253,824
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Notes payable - current portion $ 476,554 $ 553,119
Accounts payable 350,491 317,003
Accrued expenses 791,448 150,647
----------- -----------
Total Current Liabilities 1,618,493 1,020,769
Long-Term Liabilities:
Notes Payable - long-term portion 480,895 415,362
Other liabilities 78,000 --
Stockholders' Equity:
Common stock, $.001 par value, 50,000,000
shares authorized, 16,003,644 and 11,231,029
shares issued and outstanding in 1998 and
1997, respectively 16,004 11,231
Additional paid-in capital 8,794,666 2,653,731
Accumulated deficit (737,879) (1,847,269)
----------- -----------
Total Stockholders' Equity 8,072,791 817,693
----------- -----------
Total Liabilities and Stockholders' Equity $10,250,179 $ 2,253,824
=========== ===========
See Notes to Consolidated Financial Statements
3
<PAGE>
CAPITAL TITLE GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
1998 1997 1998 1997
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
REVENUE:
Title insurance premiums $ 3,589,493 $ 1,545,632 $ 9,244,306 $ 3,661,888
Escrow fees 1,444,303 603,300 3,758,235 1,500,276
Account servicing 111,558 85,267 328,844 247,856
Other fees 294,357 56,411 874,696 96,528
Interest income 197,625 61,045 500,130 157,984
----------- ----------- ----------- -----------
5,637,336 2,351,655 14,706,211 5,664,532
----------- ----------- ----------- -----------
EXPENSES:
Personnel costs 2,709,037 1,210,352 6,968,595 3,269,687
Escrow commissions 641,558 144,220 1,544,747 325,827
Title remittance fees 345,136 153,816 932,481 364,630
Rent 345,230 192,863 837,042 501,940
Other operating expenses 1,384,408 542,081 3,177,893 1,518,566
Interest expense 27,914 19,169 74,063 46,108
----------- ----------- ----------- -----------
5,453,283 2,262,501 13,534,821 6,026,758
----------- ----------- ----------- -----------
Income (loss) before provision
for income taxes 184,053 89,154 1,171,390 (362,226)
Provision (benefit) for
income taxes -- -- 62,000 (42,434)
----------- ----------- ----------- -----------
Net income (loss) $ 184,053 $ 89,154 $ 1,109,390 $ (319,792)
=========== =========== =========== ===========
Net income (loss) per share $ 0.01 $ 0.01 $ 0.08 $ (0.03)
=========== =========== =========== ===========
Weighted average shares
outstanding - basic 15,886,882 11,231,029 14,056,518 11,039,839
=========== =========== =========== ===========
Net income (loss) per share-
assuming dilution $ 0.01 $ 0.01 $ 0.07 $ (0.03)
=========== =========== =========== ===========
Weighted average shares
outstanding - assuming dilution 18,228,878 12,077,490 15,802,019 11,039,839
=========== =========== =========== ===========
</TABLE>
See Notes to Consolidated Financial Statements
4
<PAGE>
CAPITAL TITLE GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
For the nine months ended
September 30,
1998 1997
----------- ----------
NET CASH PROVIDED (USED) BY OPERATING
ACTIVITIES:
Net income (loss) $ 1,109,390 $(319,792)
Adjustments to reconcile net income (loss) to
net cash provided (used) by operating activities:
Depreciation and amortization 372,559 176,620
Changes in Assets and Liabilities:
Accounts receivable (136,706) (66,422)
Income taxes receivable -- 25,796
Interest receivable (16,165) --
Prepaid expenses (101,468) (20,901)
Deposits and other assets (114,113) (27,283)
Accounts payable 33,488 (167,169)
Accrued expenses 640,801 60,591
----------- ---------
Net Cash flows - Operating Activities 1,787,786 (338,560)
----------- ---------
NET CASH USED BY INVESTING ACTIVITIES:
Purchase of property and equipment (2,494,927) (585,628)
Decrease in cash from purchase of California Coast
Title Company (67,500) --
Investment in title plant (50,000) --
Property held for sale -- (21,500)
----------- ---------
Net Cash Flows - Investing Activities (2,612,427) (607,128)
----------- ---------
NET CASH PROVIDED BY FINANCING
ACTIVITIES:
Proceeds from the issuance of stock, net 5,708,859 897,300
Borrowings 125,000 200,000
Repayment of debt (466,695) (109,565)
----------- ---------
Net Cash Flows - Financing Activities 5,367,164 987,735
----------- ---------
NET INCREASE IN CASH 4,542,523 42,047
CASH AT THE BEGINNING OF THE PERIOD 198,903 76,363
----------- ---------
CASH AT THE END OF THE PERIOD $ 4,741,426 $ 118,410
=========== =========
See Notes to Consolidated Financial Statements
5
<PAGE>
CAPITAL TITLE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
NOTE 1 - INTERIM FINANCIAL INFORMATION
The accompanying unaudited consolidated financial statements of Capital
Title Group, Inc. and Subsidiaries (the Company) have been prepared in
accordance with generally accepted accounting principles for interim financial
information and pursuant to the rules and regulations of the Securities and
Exchange Commission. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management all adjustments (consisting
of only normal recurring accruals) necessary for a fair presentation have been
included. For further information, refer to the consolidated financial
statements and footnotes hereto included in the Company's annual report on Form
10-KSB for the year ended December 31, 1997.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the consolidated financial
statements and the accompanying notes. Actual results could differ from these
estimates.
NOTE 2 - PRIVATE PLACEMENT OF COMMON STOCK
On March 31, 1998, the Company completed a private placement of 463,500
units at $3.00 per unit. Each unit consisted of two shares of common stock and a
warrant to purchase one share of common stock at a per share price of $2.50
within a two year period. The net proceeds from this private placement were
approximately $1.3 million.
On April 30, 1998 the Company completed a $5.0 million private
placement of common stock in which 3,703,703 shares of common stock were issued
at $1.35 per share. In addition, the Company issued three-year warrants to
purchase an additional 308,642 shares of common stock at $1.62 per share to an
investment banking firm that acted as placement agent in the transaction. The
net proceeds from this private placement of approximately $4.3 million are
expected to be used by the Company to support expansion of its business in
Arizona and California and for working capital and general corporate purposes.
On October 29, 1998, the Company issued 86,712 shares of common stock
to developers in a transaction to acquire a build-to-suit building for its
corporate offices. In addition, the Company has obtained a loan commitment in
the amount of $3,650,000 to finance the building. This 10 year non-recourse loan
with a 30 year amortization will bear interest at approximately 7.4%.
NOTE 3 - ACQUISITION OF CALIFORNIA COAST TITLE COMPANY
On June 5, 1998 the Company finalized a transaction for the purchase of
100% of the outstanding stock of California Coast Title Company, a California
licensed title insurance agency conducting limited operations in the San Diego
area, for $17,500 in cash, up to 45,000 shares of its common stock and $50,000
in transaction costs. On the date of acquisition California Coast changed its
name to New Century Title Company. The acquisition was accounted for as a
purchase and, accordingly, the acquired tangible and identifiable intangible
assets and liabilities were recorded at their estimated fair values at the date
of acquisition. The operations of New Century Title Company have been included
in the consolidated operations of the Company from the date of acquisition.
6
<PAGE>
CAPITAL TITLE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
The following table sets forth the allocation of the purchase price to
the assets acquired and liabilities assumed:
Deposits and other assets $ 235,500
Other liabilities $ 78,000
NOTE 4 - EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted
earnings per share ("EPS"):
<TABLE>
<CAPTION>
For the Three month period ended September 30,
---------------------------------------------------------------
1998 1997
------------------------------- -------------------------------
Per share Per share
Net income Shares amount Net income Shares amount
---------- ------ ------ ---------- ------ ------
<S> <C> <C> <C> <C> <C> <C>
Basic EPS $184,053 15,886,882 $0.01 $ 89,154 11,231,029 $0.01
========== =====
Effect of Dilutive Securities:
Convertible debentures 10,397 312,500 5,221 192,582
Stock options -- 1,674,521 -- 653,879
Warrants -- 354,975 -- --
----- -------- ---------- -----
Diluted EPS $194,450 18,228,878 $0.01 $ 94,375 12,077,490 $0.01
======== ========== ===== ======== ========== =====
For the Nine month period ended September 30,
---------------------------------------------------------------
1998 1997
------------------------------- -------------------------------
Per share Per share
Net income Shares amount Net income Shares amount
---------- ------ ------ ---------- ------ ------
Basic EPS $1,109,390 14,056,518 $0.08 $(319,792) 11,039,839 $(0.03)
===== ======
Effect of Dilutive Securities:
Convertible debentures 29,120 304,945 -- --
Stock options - 1,280,551 -- --
Warrants - 160,005 -- --
----------- ---------- --------- ----------
Diluted EPS 1,138,510 15,802,019 $0.07 $(319,792) 11,039,839 $(0.03)
=========== ========== ===== ========= ========== ======
</TABLE>
NOTE 5 - SUBSEQUENT EVENTS
On October 16, 1998, holders of the Company's convertible notes elected
to convert $250,000 of notes into 250,000 shares of the Company's common stock.
These notes required payment of interest only for eighteen months at a rate
equal to the prime rate plus 2 1/2% and were convertible into common stock of
the Company at $1.00 per share. Subsequent to the conversion, the Company has
$125,000 of convertible notes outstanding. These notes require payment of
interest only at a rate equal to the prime rate plus 2 1/2% (11% at October 30,
1998) and are convertible into common stock of the Company at $2.00 per share.
On October 30, 1998, the Company filed a Form S-8 to register 2,770,000
shares of its common stock issuable pursuant to the Company's 1996 Stock Option
Plan and Non-Employee Directors Stock Option Plan. As of October 30, 1998,
534,350 shares were exercisable under the Company's stock option plans with an
exercise price of $1.00 per share.
7
<PAGE>
CAPITAL TITLE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
In November 1998, the Company acquired by merger Northwestern
Consolidated Corporation for $3,234,450 in cash and 673,844 restricted shares of
the Company's common stock at $4.00 per share. Northwestern Consolidated
Corporation provides title, escrow and related real estate services to three
counties in the San Francisco region. This transaction will be accounted for as
a purchase.
NOTE 6 - SUPPLEMENTAL CASH FLOW INFORMATION
For the nine months ended
September 30,
1998 1997
---- ----
SUPPLEMENTAL DISCLOSURE OF NONCASH ACTIVITY:
Equipment purchased through debt 322,369 28,717
Stock issued for California Coast Title Company 90,000 --
Long-term liability acquired in purchase for
California Coast Title Company 78,000 --
Property purchased through debt 346,848 44,196
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid during the period for interest 74,063 46,018
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT
OF OPERATIONS
The 1997 Form 10-KSB and the Annual Report should be read in
conjunction with the following discussion since they contain important
information for evaluating the Company's operating results and financial
condition.
OPERATING REVENUE
Revenue increased by $3,285,681 or 139.7% for the three months ended
September 30, 1998 compared to the same period ended September 30, 1997.
Operating revenue increased by $9,041,679 or 159.6% for the nine months ended
September 30, 1998 compared to the same period ended September 30, 1997. The
revenue increase is attributable to a favorable real estate market, the
expansion of the Company's operations in Maricopa County, Arizona and San Diego
County, California.
The following table presents information regarding the Company's
operating revenue:
For the Three months ended September 30,
----------------------------------------
1998 % of total 1997 % of total
---------- ---------- ---------- ----------
Title insurance premiums $3,589,493 63.7% $1,545,632 65.7%
Escrow fees 1,444,303 25.6 603,300 25.7
Account servicing 111,558 2.0 85,267 3.6
Other fees 294,357 5.2 56,411 2.4
Interest income 197,625 3.5 61,045 2.6
---------- ---------- ---------- ---------
Total revenue $5,637,336 100.0% $2,351,655 100.0%
For the Nine months ended September 30,
---------------------------------------
1998 % of total 1997 % of total
----------- ---------- ---------- ----------
Title insurance premiums $ 9,244,306 62.9% $3,661,888 64.6%
Escrow fees 3,758,235 25.6 1,500,276 26.5
Account servicing 328,844 2.2 247,856 4.4
Other fees 874,696 5.9 96,528 1.7
Interest income 500,130 3.4 157,984 2.8
----------- ---------- ---------- ---------
Total revenue $14,706,211 100.0% $5,664,532 100.0%
The Company's primary business is providing title and escrow services
in Maricopa, Mohave and Yavapai Counties, Arizona and San Diego County,
California. Approximately 65% of total revenue for the quarter ended September
30, 1998 is attributable to Maricopa County where the Company currently operates
13 locations. The September 1998 SYKES REPORT shows Capital Title as the 8th
largest title company in Maricopa County with 5.8% of the overall market share
for the quarter ended September 30, 1998, compared to a market share of 2.8% for
the same period of the prior year. Approximately 19% of total revenue for the
quarter is attributable to Yavapai County where the Company has 7 locations and
ranks first in overall market share. The Company expanded its operations into
San Diego County, California in June 1998 and Mohave County, Arizona in July
1998. The San Diego operations accounted for approximately 11% of total revenue
for the quarter ended September 30, 1998.
9
<PAGE>
OPERATING EXPENSES
The following table presents the components of the Company's expenses
and the percentage they bear to the total revenue for the respective period:
For the Three months ended September 30,
----------------------------------------
1998 % of revenue 1997 % of revenue
---- ------------ ---- ------------
Personnel costs $2,709,037 48.1% $1,210,352 51.5%
Escrow commissions 641,558 11.4 144,220 6.1
Title remittance fees 345,136 6.1 153,816 6.5
Rent 345,230 6.1 192,863 8.2
Other operating expenses 1,384,408 24.6 542,081 23.1
Interest expense 27,914 0.5 19,169 0.8
---------- ---- ---------- ----
$5,453,283 96.8% $2,262,501 96.2%
For the Nine months ended September 30,
---------------------------------------
1998 % of revenue 1997 % of revenue
---- ------------ ---- ------------
Personnel costs $ 6,968,595 47.4% $3,269,687 57.7%
Escrow commissions 1,544,747 10.5 325,827 5.8
Title remittance fees 932,481 6.3 364,630 6.4
Rent 837,042 5.7 501,940 8.9
Other operating expenses 3,177,893 21.6 1,518,566 26.8
Interest expense 74,063 0.5 46,108 0.8
----------- ---- ---------- -----
$13,534,821 92.0% $6,026,758 106.4%
Overall operating expenses have increased by $3,190,782 and $7,508,063
for the three and nine-month periods ended September 30, 1998, respectively,
compared to the same periods ended September 30, 1997. This increase resulted
from the expansion of the Company's operations although operating expenses
decreased as a percentage of revenue to 92.0% in the first nine months of 1998
from 106.4% in the same period of 1997. These decreases were the result of the
relatively fixed nature of many of these expenses in relation to the increase in
revenue. In the three and nine-month periods ended September 30, 1998, there
were approximately $550,938 and $1,060,305, respectively, of operating expenses
(net of revenue recognized) related to start up costs for the Company's San
Diego, California and Mohave County, expansion in Maricopa County and from costs
associated with the Company's recently formed property and casualty insurance
agency. Excluding the startup costs (net of revenue recognized) associated with
the Company's new operations, income, before income taxes, from existing
operations for the three and nine month periods ended September 30, 1998 would
have been $734,991 and $2,231,695, respectively.
Personnel costs, including commissions, are the most significant
component of the Company's operating expenses. Personnel costs including
commissions increased as a percentage of revenue to 59.5% in the three months
ended September 30, 1998 from 57.6% in the comparable period in 1997 as a result
of increased escrow commissions due to the overall increase in revenue.
Personnel costs including commissions decreased as a percentage of revenue to
57.9% in the first nine months of 1998 from 63.5% in the same period of 1997.
This decrease was the result of higher productivity and the somewhat fixed
nature of these expenses in relation to the increase in revenue.
10
<PAGE>
Title remittance fees relate to the amounts paid pursuant to title
insurance underwriting agreements the Company has with four national title
companies. Title remittance fees as a percentage of revenue have remained
relatively unchanged when comparing 1998 results with comparable periods in
1997.
Rent expense decreased as a percentage of revenue in the three and nine
months ended September 30, 1998 to 6.1% and 5.7%, respectively, from 8.2% and
8.9% for the comparable periods in 1997. These decreases were the result of the
fixed nature of these costs in relation to the increase in revenue.
The significant components of other operating expenses include
supplies, utilities, insurance, depreciation, title plant maintenance and
access, postage, and professional fees. Other operating expenses increased as a
percentage of total revenue to 24.6% in the three months ended September 30,
1998 from 23.1% in the comparable period in 1997 as a result of expenses related
to the new operations discussed above. Other operating expenses decreased as a
percentage of revenue to 21.6% in the first nine months of 1998 from 26.8% in
the same period of 1997. This decrease was the result of the relatively fixed
nature of most of these expenses in relation to the increase in revenue.
No income tax provision was recorded in the quarter ended September 30,
1998 based on the estimated annual effective tax rate after giving consideration
to the available net operating loss carryforward which totaled approximately
$1,350,000 at December 31, 1997.
LIQUIDITY AND CAPITAL RESOURCES
On March 31, 1998, the Company completed a private placement of 463,500
units at $3.00 per unit. Each unit consisted of two shares of common stock and a
warrant to purchase one share of common stock at a per share price of $2.50
within a two year period. The net proceeds from this private placement were
approximately $1.3 million.
On April 30, 1998 the Company completed a $5.0 million private
placement of common stock in which 3,703,703 shares of common stock were issued
at $1.35 per share. In addition, the Company issued three-year warrants to
purchase an additional 308,642 shares of common stock at $1.62 per share to an
investment banking firm that acted as placement agent in the transaction. The
net proceeds from this private placement of approximately $4.3 million are
expected to be used by the Company to support expansion of its business in
Arizona and California and for working capital and general corporate purposes.
On October 29, 1998, the Company issued 86,712 shares of common stock
to developers in a transaction to acquire a build-to-suit building for its
corporate offices. In addition, the Company has obtained a loan commitment in
the amount of $3,650,000 to finance the building. This 10 year non-recourse loan
with a 30 year amortization will bear interest at approximately 7.4%.
At September 30, 1998, the Company had current assets totaling
$5,158,512 compared to current liabilities which totaled $1,618,493. Management
believes that cash on hand and future cash receipts will be sufficient to meet
the Company's expansion plans and to pay all obligations as they become due.
11
<PAGE>
YEAR 2000 ISSUE
Many existing computer programs use only two digits to identify a year
in the date field and therefore were designed and developed without considering
the impact of the upcoming change in the century. If not corrected, many
computer applications could fail or create erroneous results when processing
data for the year 2000. The Company has examined its operation systems and
should be year 2000 compliant by the end of 1998 with no material adverse effect
on the Company's financial position, results of operation or liquidity. The
Company has initiated formal communications with all of its significant
suppliers, larger customers and parties of which the Company electronically
interacts to determine the extent to which the Company's interface systems are
vulnerable to those third parties' failure to remediate their own year 2000
issues. The Company's total year 2000 project costs and estimates to complete
include the estimated costs and time associated with the impact of third party
year 2000 issues based on presently available information. However, there can be
no guarantee that the systems of other companies on which the Company's systems
rely will be timely converted and would not have an adverse effect on the
Company's systems.
SAFE HARBOR STATEMENT
Certain statements contained in this discussion and analysis with
respect to factors which may affect future earnings, including management's
beliefs and assumptions based on information currently available, are
forward-looking statements made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. Such forward-looking
statements that are not historical facts involve risks and uncertainties, and
results could vary materially from the descriptions contained herein. For more
details on risk factors, see the Company's annual reports on Form 10-K and other
filings with the Securities and Exchange Commission.
12
<PAGE>
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
(27) Financial Data Schedule
(b) The Company did not file any reports on Form 8-K during the three
months ended September 30, 1998.
SIGNATURES
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.
CAPITAL TITLE GROUP, INC.
(Registrant)
By: /s/ Donald R. Head Date: November 10, 1998
-------------------------------
Donald R. Head
Chairman of the Board,
Chief Executive Officer
By: /s/ Mark C. Walker Date: November 10, 1998
-------------------------------
Mark C. Walker
Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS EXHIBIT SHALL NOT BE DEEMED FILED FOR PURPOSES OF SECTION 11 OF THE
SECURITIES ACT OF 1933 AND SECTION 18 OF THE SECURITIES EXCHANGE ACT OF 1934, OR
OTHERWISE SUBJECT TO THE LIABILITY OF SUCH SECTIONS, NOR SHALL IT BE DEEMED A
PART OF ANY OTHER FILING WHICH INCORPORATES THIS REPORT BY REFERENCE, UNLESS
SUCH OTHER FILING EXPRESSLY INCORPORATES THIS EXHIBIT BY REFERENCE.
</LEGEND>
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> SEP-30-1998
<EXCHANGE-RATE> 1
<CASH> 4,741,426
<SECURITIES> 0
<RECEIVABLES> 260,362
<ALLOWANCES> (13,750)
<INVENTORY> 0
<CURRENT-ASSETS> 5,158,512
<PP&E> 5,467,195
<DEPRECIATION> (1,110,571)
<TOTAL-ASSETS> 10,250,179
<CURRENT-LIABILITIES> 1,618,493
<BONDS> 480,895
0
0
<COMMON> 16,004
<OTHER-SE> 8,056,787
<TOTAL-LIABILITY-AND-EQUITY> 10,250,179
<SALES> 0
<TOTAL-REVENUES> 14,706,211
<CGS> 0
<TOTAL-COSTS> 13,460,758
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 74,063
<INCOME-PRETAX> 1,171,390
<INCOME-TAX> 62,000
<INCOME-CONTINUING> 1,109,390
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,109,390
<EPS-PRIMARY> 0.08
<EPS-DILUTED> 0.07
</TABLE>
