Chapmore Plc

June 01, 2011 05:47 ET

Final Results - year ended 30 November 2010

CHAPMORE PLC ("Chapmore" or the "Company")


Highlights for the year to 30 November 2010

I am reporting to you as the new Chairman of Chapmore PLC (formerly Three's a Crowd PLC), and pleased that
we have now stabilised the financial position of the company.

In the year to 30 November 2010 the Group reported a loss of GBP100,064 and a negative net worth of
GBP323,302. From January 2010 the former directors assessed the economic climate and cash position of the
business and took steps towards a fundamental restructuring of the Group. This included plans towards the
ultimate winding up of the online subsidiary which was completed in the year under review, and streamlining
the Company. To help achieve this, the activities of Feast Films Limited were assimilated into the events
business, and this subsidiary was also wound up. The Company's interest in Vespers All Round Limited was
transferred to Three's a Crowd Events Limited, which in January this year was sold to the former directors,
turning the plc into a cash shell.  I would like to thank the former directors for their efforts, being
resolute in taking action to conserve residual value.

In addition, since the year end, the company has completed a modest fundraising, which saw new shareholders
funding the company and undertaking to further fund should this be a requirement. The restructuring has
resulted in reducing the company's negative net worth, and most of its liabilities being either assumed by
Three's a Crowd Events Limited, or settled, in either cash or by way of equity, leaving a clean reduced
balance sheet, with a minimum cash burn.

In April 2010, the company's quote on PLUS Markets was suspended following a failure to announce results on
time,  and  this  combined with the restructuring, resulted in the stock remaining suspended  till  January
2011, when the Company was refinanced and I joined the Board.

Looking  forward the objective will be to create shareholder value when an appropriate deal  is  identified
for the Company, and we continue to explore projects in respect of this.

Risk and uncertainties

Risks  and  uncertainties which the Group faces as part of its business are discussed in  note  26  of  the
attached financial statements.

Other business risks

Other risks faced by the Group include the following:

i.      inadequate  financial controls could result in misappropriation of assets, loss of  income  and
        debtor receipts and overstatement of net asset values. The Board regularly reviews internal procedures and
        management accounts and subjects the books and records of the Group to an annual audit; and

ii.     loss of key staff could affect operating returns. The quality of the management team is a crucial
        factor in delivering good performance and the Group develops its remuneration packages in order to retain
        key staff.

I would like to take this opportunity to thank shareholders and, now former, employees for their continued

T Kristensen
Executive Chairman

The Directors of the Issuer accept responsibility for this announcement.


Tom Kristensen
Chapmore plc
Tel: +44 (0) 7734 266 119

Nick Michaels
Alfred Henry Corporate Finance Limited
Tel: +44 (0) 20 7251 3762

for the year ended 30 November 2010

                                                       Year ended                       Period ended
                                                    30 November 2010                  30 November 2009
                                                 GBP               GBP              GBP             GBP
 Continuing operations                        291,837                           728,218                
 Discontinued operations                            -                            90,341 
                                              -------                           -------
                                                               291,837                          818,559
 Cost of sales                                                (226,567)                        (726,599)
                                                               -------                          -------                  
 Gross profit                                                   65,270                           91,960
 Administrative expenses                                      (168,786)                        (643,020)
 Exceptional item - Share based                                
 payment charge                                                      -                             (395)
                                                               -------                          -------                
 Total administrative expenses                                (168,786)                        (643,415)
                                                               -------                          -------                  
 Operating loss                                                                                            
 Continuing operations                       (103,516)                         (483,182)                
 Discontinued operations                            -                           (68,273)
                                              -------                           -------     
                                                              (103,516)                        (551,455)
 Profit on disposal of                                                                                     
 discontinued operations                                         3,452                           22,570
                                                               -------                          -------                
 Loss on ordinary activities                                                                               
 before interest                                              (100,064)                        (528,885)
 Interest receivable                                                 -                            1,151
                                                               -------                          -------
 Loss on ordinary activities                                                                               
 before taxation                                              (100,064)                        (527,734)
 Taxation                                                            -                             (801)
                                                               --------                         ------- 
 Loss on ordinary activities                                                                               
 after tax                                                    (100,064)                        (528,535)
 Minority interests                                                  -                            6,368
                                                               -------                          -------                  
 Retained loss for the period                                 (100,064)                        (522,167)
                                                               =======                          =======  

 Earnings per share from continuing and                                                                    
 total operations attributable to the
 equity shareholders:
 Basic and Diluted:                                                                                        
 On total earnings                                             (0.13)p                          (0.68)p
 On continuing earnings                                        (0.13)p                          (0.68)p

Except as disclosed, all of the Group's operations are classed as continuing. There were no gains or losses
in the period other than those included in the above consolidated profit and loss account.

as at 30 November 2010

                                                               30 Nov 2010                    30 Nov 2009
                                                                       GBP                            GBP
Fixed assets                                                                                  
Tangible fixed assets                                                6,990                          7,063
Goodwill                                                                 -                              -
                                                                   -------                        -------

Total fixed assets                                                   6,990                          7,063
Current assets                                                                                                 
Debtors                                                              9,648                         35,846
Cash at bank                                                             -                              -
                                                                   -------                        -------
Total current assets                                                 9,648                         35,846
Current liabilities                                                                                            
Creditors                                                         (339,940)                      (266,853)
                                                                   -------                        -------
Net current (liabilities)/assets                                  (330,292)                      (231,007)
                                                                   -------                        -------
Net (liabilities)/assets                                          (323,302)                      (223,944)
                                                                   =======                        =======

Capital and reserves                                                                                           
Ordinary share capital                                             390,322                        390,322
Share premium                                                      152,914                        152,914
                                                                   -------                        -------
                                                                   543,236                        543,236
Share based payment reserve                                        136,200                        136,200
Profit and loss account                                         (1,002,738)                      (902,674)
                                                                 ---------                        -------
Total shareholders' funds                                         (323,302)                      (223,238)
Minority interests                                                       -                           (706)
                                                                 ---------                        -------
                                                                  (323,302)                      (223,944)
                                                                 ==========                       =======

for the year ended 30 November 2010
                                                                Year ended                      Year ended
                                                               30 Nov 2010                     30 Nov 2009
                                                                       GBP                             GBP

Net cash generated from/(used in) operating activities               2,748                        (192,101)
Returns on investment and servicing of finance                           -                           1,151
Capital expenditure and financial investment                        (2,257)                        (15,113)
Acquisitions and disposals                                               -                            (666)
                                                                   -------                         -------                 
Cash inflow/(outflow) before use of liquid resources and               491                        (206,729)

Issue of shares                                                          -                          75,000
(Decrease)/increase in debt                                           (491)                          5,387
                                                                   -------                         -------                                                                                                               
(Decrease)/increase in cash in the period                                -                        (126,342)
Reconciliation of net cash flow to movement in net debt                                                       
(Decrease)/increase in cash in the period                                -                        (126,342)
Cash inflow from decrease/( increase) in debt                          491                          (5,387)
                                                                   -------                         -------

Change in net debt resulting from cash flows                           491                        (131,729)
                                                                   -------                         -------                  
Movement in net debt in the period                                     491                        (131,729)
Net debt at 1 December 2009                                         (5,387)                        126,342
                                                                   -------                         -------                  
Net debt at 30 November 2010                                        (4,896)                         (5,387)
                                                                   =======                         =======
Notes to the Financial Statements
for the year ended 30 November 2010

1  Statutory Information
   The  financial  information  set out above does not constitute statutory accounts  for  the  purpose  of
   Section  240  of  the  Companies  Act 1985.   The financial information  has  been  extracted  from  the
   statutory accounts of Chapmore Plc and is presented using the same accounting policies, which  have  not
   yet  been filed with the Registrar of companies, but on which the auditors gave their report on  27  May
   "Qualified opinion on the financial statements
   During  the  year two of the company's subsidiaries were dissolved, Three's A Crowd Online  Limited  and
   Feast  Films  Limited.  We  have  not  had access to the accounting records  for  these  two  subsidiary
   companies  and therefore were unable to obtain sufficient audit evidence in respect of their  respective
   disposals  or  ascertain their respective turnover, cost of sales and administrative expenses.  However,
   any  adjustments to these amounts would have had no net effect on the group loss for the period  or  net
   assets at the period end..
   Except for the financial effects of such adjustments, if any, as might be determined to be necessary  in
   respect  of  the  above  amounts  included in the group profit and loss  account,  in  our  opinion  the
   financial statements:
   *       give a true and fair view of the state of the group's and the parent company's affairs as at 30
           November 2010 and of the group's loss for the year then ended;

   *       have been properly prepared in accordance with United Kingdom Generally Accepted Accounting
           Practice; and

   *       have been prepared in accordance with the requirements of the Companies Act 2006."
   Accounting policies
   Chapmore  Plc is a public limited company incorporated and domiciled in England & Wales. The  Company's
   ordinary shares are traded on the PLUS Market in London.
   The  financial  statements  have been prepared in accordance with applicable accounting  standards  (UK
   Generally  Accepted Accounting Practice). A summary of the more important accounting  policies  adopted
   are set out below.
   Basis of accounting
   The unaudited preliminary statement has been prepared under the historical cost convention.

   Going concern
   The  accounts have been prepared on the going concern basis. The Directors have reviewed the  financial
   performance  of  the Group since 30 November 2010 and have considered the Group's cash projections  for
   the  12  months  from  the  date of approval of these accounts. In doing so  the  Directors  have  paid
   particular attention to the Group's current financial position, and they are constantly monitoring  its
   ability  to  meet  liabilities as they fall due. The Directors have already achieved  significant  cost
   savings,  and  they  are  of the opinion that further cost savings can be achieved.  Taking  all  these
   factors into account, the Directors of the Group believe the going concern assumption remains valid and
   consider  it  appropriate  to  draw up the accounts on the going concern  basis.  Certain  shareholders
   participating  in  the funding round in January 2011 have additionally committed to  further  fund  the
   Company  as  and  when this should become necessary. The accounts do not include any  adjustments  that
   would result if the Group was no longer a going concern.
   Critical accounting judgements and key sources of estimation uncertainty
   The  preparation  of  financial  statements in conformity with generally accepted  accounting  practice
   requires  management to make estimates and judgements that affect the reported amounts  of  assets  and
   liabilities  as well as the disclosure of contingent assets and liabilities at the balance  sheet  date
   and the reported amounts of revenues and expenses during the reporting period.
   Estimates  and  judgements are continually evaluated and are based on historical experience  and  other
   factors,  including  expectations  of  future events that are  believed  to  be  reasonable  under  the
   The main areas of judgement and estimation relate to valuation of the carrying value of the investments
   in the Company's subsidiaries, share options and the recoverability of trade and other receivables.
   Share based payments
   In  determining  the fair value of equity settled share based payments and the related  charge  to  the
   profit  and  loss  account, the Group makes assumptions about future events and market  conditions.  In
   particular, judgement must be made as to the likely number of shares that will vest, and the fair value
   of  each  award  granted. The fair value is determined using a valuation model which  is  dependent  on
   further estimates, including the Group's future dividend policy, the timing with which options will  be
   exercised and the future volatility in the price of the Group's shares.

   Such assumptions are based on publicly available information and reflect market expectations and
   advice  taken from qualified personnel. Different assumptions about those factors to those made by  the
   Group could materially affect the reported value of share based payments. The carrying amounts of share
   based payments in these financial statements came to GBP136,200 (2009: GBP136,200).

   Recoverability of debtors and other receivables
   The  trade  debtors and other receivables balances in the Group's balance sheet relate to a  relatively
   small number of individual debtors. All individual balances are reviewed on a month by month basis.
   Whilst  every  attempt is made to ensure that any bad debt provision is as accurate as possible,  there
   remains  a  risk that the provisions do not match the level of debt which may ultimately  prove  to  be
   uncollectible. The carrying amounts for Group and Company debtors in these financial statements, net of
   provisions, are GBP9,648 (2009: GBP35,846) and GBPnil (2009: GBP100,344) respectively.
   Subsidiaries are all entities over which the Group has the power to govern the financial and  operating
   policies generally accompanying a shareholding of more than 50% of the voting rights.
   Subsidiaries  are  fully  consolidated  from the date that  control  passes  to  the  Group.  They  are
   deconsolidated from the date that control ceases.
   The  acquisition  method of accounting is used to account for the acquisition of  subsidiaries  by  the
   Group. The cost of an acquisition is measured as the fair value of the assets given, equity instruments
   issued  and  liabilities  incurred  or assumed at the date on which control  is  acquired,  plus  costs
   directly attributable to the acquisition. The excess of the cost of the acquisition over the fair value
   of  the Group's share of the identifiable net assets acquired is recorded as goodwill. Goodwill arising
   on  consolidation  is  recognised  as  an asset and reviewed for  impairment  at  least  annually.  Any
   impairment is recognised immediately in profit or loss and is not subsequently reversed.

   Intercompany  transactions, balances and unrealised gains on transactions between group  companies  are
   eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency
   with the policies adopted by the Group.

   Turnover recognition
   Turnover  comprises  the fair value of the consideration received or receivable and represents  amounts
   receivable for sales of services provided in the normal course of business, net of discounts,  VAT  and
   other sales related taxes.
   Sales of services
   Turnover arising from the sale of services in relation to events is recognised on the date the event is
   held,  unless the contractual arrangements specify that the fee charged is not refundable in the  event
   of cancellation.
   Interest income
   Interest income is recognised on a time proportion basis using the effective interest method.
   Share based payments
   The  Group  has applied the requirements of FRS 20 "Share-based payments". The Group has issued  equity
   settled share based payments to certain employees. Equity-settled share-based payments are measured  at
   fair value determined at the date of grant, which is expensed on a straight line basis over the vesting
   period,  based  on  the Group's estimate of shares that will eventually vest. In determining  the  fair
   value of equity settled share based payments  and  in  calculating  the  fair  value  and  the  related
   charge  to  the  income  statement,  by  use of a Black-
   Scholes  model,  the group makes assumptions about future events and market conditions and  the  likely
   number  of shares that will vest. Different assumptions about these factors to those made by the  Group
   could  materially affect the reported value of share based payments. The proceeds received net  of  any
   directly attributable transaction costs are credited to share capital (nominal value) and share premium
   when the options are exercised.
   The tax expense represents the sum of the tax currently payable and any deferred tax.
   The tax payable is based on any taxable profit for the year. Taxable profit differs from net profit  as
   reported  in  the income statement because it excludes items of income or expense that are  taxable  or
   deductible  in  other  years and it further excludes items that are never taxable  or  deductible.  The
   Company's  liability  for  current  tax  is calculated using  tax  rates  that  have  been  enacted  or
   substantially enacted by the balance sheet date.
   Deferred  taxation  is  provided for on a full provision basis on all timing  differences,  which  have
   arisen  but  not reversed at the balance sheet date. Deferred tax assets are recognised to  the  extent
   that  they are recoverable, that is, on the basis of all available evidence it is more likely than  not
   that  there will be sufficient taxable profits from which the future reversal of the underlying  timing
   differences can be deducted. Any assets and liabilities recognised have not been discounted.
   Plant and equipment
   All equipment is stated at cost less accumulated depreciation.
   Depreciation  is calculated so as to write off the cost of each asset, over its estimated useful  life,
   using the straight-line method, on the following bases:
   All equipment and other tangible assets   -       4 years
   The  assets' residual value and useful life are reviewed, and adjusted if appropriate, at each  balance
   sheet  date.  An asset's carrying amount is written down immediately to its recoverable amount  if  the
   asset's carrying amount is greater than its estimated recoverable amount.
   Investments in subsidiaries
   Investments in subsidiaries are stated at cost less any provision for impairment.
   Goodwill  includes  non-identified  intangible assets which do not  meet  the  separable  and  reliably
   measurable  criteria  including business processes, know-how and workforce  related  industry  specific
   knowledge  and technical skills. Goodwill was amortised at an annual rate of 10%, based on management's
   prior assessment of a useful economic life of the relevant assets of 10 years.
   The  Group's business commenced operation in 2007 and in accordance with initial business plans, start-
   up  losses  had  been  expected as the business developed. For the purposes of impairment  review,  the
   recoverable  amount  of  CGU  is  determined based upon value in use calculations.  The  value  in  use
   calculations  use  cash flow projections based on financial budgets approved by management  covering  a
   twelve  months period. Full provision was made against the carrying amount of goodwill in the financial
   statements for the period ended 30 November 2010.
   Financial instruments
   Financial  assets and financial liabilities are recognised on the Group's balance sheet when the  Group
   becomes party to the contractual provisions of the instrument.
   Loans and receivables
   Loans and receivables are non-derivative financial assets with fixed or determinable payments that  are
   not  quoted  in  an active market. They arise when the Group provides money or services directly  to  a
   debtor  with  no  intention of trading the receivable. They are included in current assets.  Loans  and
   receivables are included in trade and other receivables in the balance sheet.
   Cash and cash equivalents
   Cash  and  cash  equivalents comprise cash held by the company and short-term  bank  deposits  with  an
   original maturity of three months or less.
   Trade and other payables
   Trade  and  other  payables constitute amounts that become due and payable to suppliers  of  goods  and
   services and other third parties, and are included on the balance sheet under current liabilities.
   Share capital
   The  Group's  share  capital  comprises ordinary shares, which are classified  as  equity.  All  costs
   directly attributable to the issue of new shares or options are shown in equity as a deduction, net of
   tax,  from  the  proceeds. Costs directly attributable to the issue of new shares or options  for  the
   acquisition of a business are included in the cost of acquisition as the whole or part of the purchase

2  Earnings per share from continuing operations attributable to the equity shareholders
                                                                                     2010                2009
   Earnings                                                                           GBP                 GBP
   Earnings  for  the purposes of basic and diluted earnings  per  share                                     
   being net loss attributable to equity shareholders:                                                       
   Total earnings                                                                (100,064)           (522,167)
   Earnings on continued operations                                              (100,064)           (459,536)
   Earnings on discontinued operations                                                  -             (62,631)
   Number of shares                                                                                          
   Weighted average number of ordinary shares for the purposes of  basic                                     
   earnings per share                                                          78,064,500          77,120,157
   Weighted average number of dilutive shares under option and warrant          8,500,000           8,500,000
                                                                               ----------          ----------
   Weighted  average  number  of ordinary shares  for  the  purposes  of                                     
   dilutive earnings per share                                                 86,564,500          85,620,157
                                                                               ----------          ----------

   Numbers of shares and warrants refer to the position before the 10 for 1 consolidation in January 2011.

                                                                                     2010                2009
   Earnings per ordinary share:                                                       GBP                 GBP
   Basic and diluted on:                                                                                     
   Total earnings                                                                 (0.13)p             (0.68)p
   Earnings on continued operations                                               (0.13)p             (0.60)p
   Earnings on discontinued operations                                                  -             (0.08)p
   The  calculation of diluted earnings per share assumes conversion of all potentially dilutive ordinary  shares,
   all  of  which arise from share options and warrants.  A calculation is done to determine the number of  shares
   that  could have been acquired at fair value, based upon the monetary value of the subscription rights attached
   to outstanding share options and warrants.

   Basic  earnings  per share are calculated by dividing the earnings attributable to ordinary shareholders  by  the
   weighted average number of ordinary shares outstanding during the year. During the period diluted EPS is the same
   as the basic EPS as the effect of the options and warrants issued was anti-dilutive.

Contact Information

  • Chapmore Plc