Chapmore Plc

April 28, 2011 11:55 ET

Unaudited Preliminary 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



Continuing operations 291,837 728,218

Discontinued operations - 90,341

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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


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


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 unaudited preliminary statement set out in this announcement does not constitute the Group's

statutory accounts for the year ended 30 November 2010 but is derived from the draft accounts.

The unaudited preliminary statement has not been reviewed by the company's auditors.

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 unaudited preliminary statement has 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

8,500,000 8,500,000

Weighted average number of dilutive shares under option and warrant

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