<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------------------------
FORM 10-QSB
\X\ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000
OR
\ \ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
Commission File No. 0-24213
CHAPMAN CAPITAL MANAGEMENT HOLDINGS, INC.
(Name of small business issuer in its charter)
MARYLAND 52-2097010
- ---------------------------- ------------------------------------
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation)
401 EAST PRATT STREET, 28TH FLOOR, BALTIMORE, MARYLAND 21202
------------------------------------------------------------
(Address of Principal Executive Office)
Issuer's telephone number, including area code: (410) 625-9656
- --------------------------------------------------------------------------------
(Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 [ ]
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act:
COMMON STOCK, PAR VALUE $0.001 PER SHARE
----------------------------------------
(Title of Class)
As of May 12, 2000, 3,351,334 shares of the issuer's common stock, par value
$0.001 per share, were outstanding.
Transitional Small Business Disclosure Format: Yes [ ] No [X]
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PART I...................................................................... 3
ITEM 1 FINANCIAL STATEMENTS.............................................. 3
ITEM 2 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS............................... 9
PART II..................................................................... 18
ITEM 2 CHANGES IN SECURITIES AND USE OF PROCEEDS..................... 18
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS........... 18
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K.............................. 18
</TABLE>
2
<PAGE>
PART I
FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
The consolidated financial statements for the three months ended
March 31, 2000 have not been audited but, in the opinion of management,
contain all adjustements (consisting only of normal recurring adjustments)
necessary to present fairly the financial position and results of operations
of the Company as of such date and for such periods. The unaudited
consolidated financial statements should be read in conjunction with the
Consolidated Financial Statements of the Company and the Notes thereto
appearing in the Company's Annual Report on Form 10-KSB for the year ended
December 31, 1999. The results of operations for the three months ended March
31, 2000 are not necessarily indicative of the results of operations that may
be expected for the year ending December 31, 2000 or any future periods.
3
<PAGE>
CHAPMAN CAPITAL MANAGEMENT HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 2000, AND DECEMBER 31, 1999
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
2000 1999
---------- ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 2,415,000 $ 2,680,000
Investments, at market 407,000 356,000
Management fees receivable:
From proprietary funds 137,000 129,000
From individually managed accounts 514,000 446,000
Receivables from affiliates 579,000 278,000
Advances to officer 377,000 372,000
Fixed assets, net 45,000 52,000
Prepaids and other assets 151,000 280,000
Intangible assets, net 213,000 245,000
----------- -----------
Total assets $ 4,838,000 $ 4,838,000
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued expenses $ 296,000 $ 356,000
Due to affiliates 102,000 144,000
Noncompete agreement obligation 150,000 150,000
----------- -----------
Total liabilities 548,000 650,000
----------- -----------
STOCKHOLDERS' EQUITY:
Common stock, $.001 par value, 20,000,000 shares
authorized,3,351,334 issued and outstanding 3,000 3,000
Additional paid-in capital 5,239,000 5,239,000
Accumulated deficit (1,003,000) (1,054,000)
Accumulated comprehensive income adjustment 51,000 --
----------- -----------
Total stockholders' equity 4,290,000 4,188,000
----------- -----------
Total liabilities and stockholders' equity $ 4,838,000 $ 4,838,000
=========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
4
<PAGE>
CHAPMAN CAPITAL MANAGEMENT HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE-MONTHS ENDED MARCH 31, 2000 AND 1999
<TABLE>
<CAPTION>
MARCH 31,
----------------------------
2000 1999
----------- -----------
(UNAUDITED) (UNAUDITED)
<S> <C> <C>
REVENUE:
Advisory and administrative fees $1,337,000 $ 979,000
Other income 36,000 43,000
---------- ----------
Total revenues 1,373,000 1,022,000
---------- ----------
OPERATING EXPENSE:
Management fees 418,000 351,000
Compensation and benefits 360,000 214,000
Other operating expense 318,000 151,000
Amortization expense 39,000 57,000
Professionals fees 71,000 74,000
Advertising, promotion and publicity 116,000 84,000
Interest expense -- 6,000
---------- ----------
Total operating expense 1,322,000 937,000
---------- ----------
Income before income tax provision 51,000 85,000
INCOME TAX PROVISION -- 30,000
---------- ----------
Net income $ 51,000 $ 55,000
========== ==========
Basic and diluted earnings per share $ .02 $ .02
========== ==========
Shares used in computing basic earnings per share 3,351,000 3,351,000
========== ==========
Shares used in computing diluted earnings per share 3,361,000 3,351,000
========== ==========
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
5
<PAGE>
CHAPMAN CAPITAL MANAGEMENT HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE-MONTHS ENDED MARCH 31, 2000 AND 1999
<TABLE>
<CAPTION>
MARCH 31,
---------
2000 1999
----------- -----------
(UNAUDITED) (UNAUDITED)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 51,000 $ 55,000
Adjustments to reconcile net income to net
cash used in operating activities:
Depreciation and amortization 39,000 57,000
Effect of changes in assets and liabilities-
Management fees receivable (76,000) (45,000)
Due from affiliates (301,000) (43,000)
Prepaids and other assets 129,000 (78,000)
Accounts payable and accrued expenses (60,000) (112,000)
Income taxes payable -- 30,000
Due to affiliates (42,000) (209,000)
----------- -----------
Net cash used in operating activities (260,000) (345,000)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of office equipment -- (5,000)
Purchase of investments -- (102,000)
Advances to officer (5,000) (1,000)
----------- -----------
Net cash used in investing activities (5,000) (108,000)
----------- -----------
NET DECREASE IN CASH (265,000) (453,000)
CASH AND CASH EQUIVALENTS, beginning of year 2,680,000 4,242,000
----------- -----------
CASH AND CASH EQUIVALENTS, end of year $ 2,415,000 $ 3,789,000
=========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
6
<PAGE>
CHAPMAN CAPITAL MANAGEMENT HOLDINGS, INC. AND SUBSIDIARY
NOTES TO FINANCIAL STATEMENTS
AS OF MARCH 31, 2000
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
BASIS OF PRESENTATION
Chapman Capital Management Holdings, Inc. is an investment advisory and
investment management company. The accompanying unaudited consolidated financial
statements include the accounts of Chapman Capital Management Holdings, Inc.
(CCMH) and its wholly owned subsidiary, Chapman Capital Management, Inc.
(collectively, the Company). All significant intercompany accounts and
transactions have been eliminated in consolidation. The accompanying
consolidated financial statements are presented on the accrual basis of
accounting in accordance with generally accepted accounting principles. The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities as of the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
INTERIM FINANCIAL STATEMENTS
The consolidated financial statements for the three-months ended March 31, 2000
and 1999, are unaudited, but in the opinion of management, such financial
statements have been presented on the same basis as the audited consolidated
financial statements and include all adjustments, consisting only of normal
recurring adjustments necessary for a fair presentation of the financial
position and results of operations, for the periods.
As permitted under the applicable rules and regulations of the Securities and
Exchange Commission, these financial statements do not include all disclosures
normally included with audited consolidated financial statements, and
accordingly, should be read in conjunction with the consolidated financial
statements and notes thereto as of December 31, 1999, included in the Company's
Form 10-KSB filed. The Company's operating results are significantly affected by
the size of the portfolio it manages. The results of operations presented in the
accompanying consolidated financial statements are not necessarily
representative of operations for an entire year and because of the nature of the
Company's operations can be materially different between periods.
2. RELATED PARTY TRANSACTIONS
Included in receivables from affiliates as of March 31, 2000, is $518,000 due
from eChapman.com. This amount represents expenses paid on eChapman's behalf.
The realizability of this receivable may be significantly affected if the
eChapman.com transaction is not completed.
7
<PAGE>
3. SUBSEQUENT EVENT
On April 20, 2000, the stockholders of the Company approved the merger of the
Company into a wholly owned subsidiary of eChapman.com. The merger will not be
effective until the completion of an initial public stock offering of common
stock of eChapman.com.
8
<PAGE>
ITEM 2 -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Note Regarding Forward-Looking Information
Certain statements under the caption "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and elsewhere in
this Report constitute "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1991. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements of the
Company, or industry results, to be materially different from any future
results, performance, or achievements expressed or implied by such
forward-looking statements. Such factors include, among others, general
economic and business conditions in the Company's market area, inflation,
fluctuations in interest rates, changes in government regulations,
competition and the ability of the Company to implement its business strategy
and other risks discussed in the Company's Annual Report on Form 10-KSB for
the year ended December 31, 1999, and in this and other reports filed by the
Company.
Forward-looking statements are intended to apply only at the time they are
made. Moreover, whether or not stated in connection with a forward-looking
statement, the Company undertakes no obligation to correct or update a
forward-looking statement should the Company later become aware that it is
not likely to be achieved. If the Company were to update or correct a
forward-looking statement, investors and others should not conclude that the
Company will make additional updates or corrections thereafter.
9
<PAGE>
The following discussion and analysis should be read in conjunction with the
Chapman Capital Management Holdings, Inc. consolidated financial statements and
the notes included elsewhere in this document. The discussion of results, causes
and trends should not be construed to imply any conclusion that such result or
trends will necessarily continue in the future.
OVERVIEW AND GENERAL INDUSTRY CONDITIONS
Advisory and administrative revenue is earned by Chapman Capital
Management Holdings through its investment advisory and administrative
services operations. For the three month period ended March 31, 2000 Chapman
Capital Management Holdings generated revenues of $1,373,000 and income
before income taxes of $51,000.
Chapman Capital Management Holdings' primary source of revenue is advisory and
administrative fees. Revenues are derived primarily from fees for investment
advisory services provided to institutional and other clients. Investment
advisory fees are generally a function of the overall fee rate charged to each
account and the level of assets under management. Assets under management can be
affected by the addition of new client accounts or client contributions to
existing accounts, withdrawals of assets from or terminations of client accounts
and investment performance, which may depend on general market conditions.
Chapman Capital Management Holdings' principal business activities are by their
nature affected by many factors, including general economic and financial
conditions, movement of interest rates and competitive conditions. Although
Chapman Capital Management Holdings seeks to maintain cost controls, a
significant portion of Chapman Capital Management Holdings' expenses are fixed
and do not
10
<PAGE>
vary significantly with the factors listed above. As a result, substantial
fluctuations can occur in Chapman Capital Management Holdings' revenue and net
income from period to period.
Assets under management were $838.3 million as of March 31, 2000, compared to
$771 million as of December 31, 1999. The $67.3 million increase in assets
under management during the quarter resulted from investment performance and
the net increase in assets deposited by clients. The Company's assets under
management and volatile and subject to change based on among other things,
market performance and, as of May 12, 2000, the Company's assets under
management were approximately 764.1 million.
In order to comply with the expense limitation requirements of a sub-distributor
of institutional shares of the DEM portfolios of The Chapman Funds, Inc.,
Chapman Capital Management has agreed to expense limitations in favor of the
institutional shares of the following portfolios in the following percentages of
average daily net assets:
- DEM Equity Fund 1.25%
- DEM Index Fund 2.00%
- DEM Multi-Manager Equity Fund 2.00%
- DEM Multi-Manager Bond Fund 2.00%
In order to facilitate retail distribution of the investor shares of the DEM
portfolios, Chapman Capital Management has agreed to expense limitations in
favor of the investor shares of the following portfolios in the following
percentages of average daily net assets:
- DEM Equity Fund 2.00%
- DEM Index Fund 2.69%
- DEM Multi-Manager Equity Fund 3.00%
- DEM Multi-Manager Bond Fund 3.00%
In connection with these expense limitations, Chapman Capital Management has
agreed to reimburse the
11
<PAGE>
portfolios for all expenses in excess of their respective expense limitations
until at least December 31, 2000. The service providers to the portfolios
typically charge a fixed fee combined with a variable fee determined by such
factors as the number of accounts and the net assets of the portfolio. Due to
these fixed fees, when the assets of a portfolio are low, as they typically
are at the commencement of operations, the fees assessed by service providers
can result in expenses significantly in excess of the expense limitations
discussed above, requiring reimbursement or direct payments by Chapman
Capital Management Holdings.
On March 31, 2000, the amount under management in the DEM Index Fund was
$264,345 and Chapman Capital Management Holdings paid costs of $56,817
pursuant to the DEM Index Fund expense limitations for the three month period
ended March 31, 2000. Chapman Capital Management Holdings believes that it
will be required to reimburse expenses for DEM Index Fund in progressively
lower amounts as net assets rise until the expiration of the expense
limitations. Further, Chapman Capital Management Holdings expects the amounts
that are required to be reimbursed may increase in future periods with the
implementation of the DEM Equity Fund expense limitations and the
commencement of operations of additional DEM portfolios with their own
expense limitations. There can be no assurance that these portfolios will
attract net assets sufficient to lower their expenses below their respective
expense limitations. To the extent these portfolios are unsuccessful in
lowering their expenses below their respective expense limitations, Chapman
Capital Management Holdings' results of operations could be materially
adversely affected.
12
<PAGE>
RESULT OF OPERATIONS
The following table reflects items in the Statements of Operation as dollar
amounts and as percentages of total revenue:
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
----------------------------
(UNAUDITED)
2000 1999
---- ----
PERCENTAGE PERCENTAGE
OF TOTAL OF TOTAL
AMOUNTS REVENUE AMOUNTS REVENUE
------- ------- ------- -------
<S> <C> <C> <C> <C>
REVENUE
Advisory and administrative fees $1,337,000 97.4% $ 979,000 95.8%
Other income 36,000 2.6% 43,000 4.2%
---------- ----- ---------- -----
Total Revenue 1,373,000 100.0% 1,022,000 100.0%
---------- ----- ---------- -----
OPERATING EXPENSES
Management fees 418,000 30.5% 351,000 34.3%
Compensation and benefits 360,000 26.2% 214,000 20.9%
General and administrative 318,000 23.2% 151,000 14.8%
Amortization and depreciation expense 39,000 2.8% 57,000 5.6%
Advertising, Promotion and Publicity 116,000 8.4% 84,000 8.2%
Professional fees 71,000 5.2% 74,000 7.3%
Interest Expense -- 0.0% 6,000 0.6%
---------- ----- ---------- -----
Total operating expenses 1,322,000 96.3% 937,000 91.7%
---------- ----- ---------- -----
Income before income tax 51,000 3.7% 85,000 8.3%
Income tax provision -- -- 30,000 2.9%
---------- ----- ---------- -----
Net Income $ 51,000 3.7% $ 55,000 5.4%
---------- ----- ---------- -----
---------- ----- ---------- -----
</TABLE>
13
<PAGE>
Total Revenues increased by $351,000 or 34.3% to $1,373,000 for the
three months ended March 31, 2000 from $1,022,000 for the prior comparable
period. This increase was primarily due to increased assets under management.
Advisory and administrative fees revenue increased by $358,000 or 36.6%
to $1,337,000 for the three months ended March 31, 2000 from $979,000 for the
prior comparable period. This increase was primarily due to a net increase of
$201.2 million or 31.6% in assets under management to $838.3 million as of
March 31, 2000, from $637.1 million as of March 31, 1999.
Other income decreased by $7,000 to $36,000 for the three months ended
March 31, 2000 from $43,000 for the prior comparable period. This decrease
was due to lower cash balances as the net proceeds from the Company's public
offering of common stock was used for the Company's business expansion
strategy.
Total expenses increased by $385,000 or 41.1% to $1,322,000 for the three
months ended March 31, 2000 from $937,000 for the prior comparable period.
Expenses increased in all areas due to expanded operations, including the hiring
of additional staff and associated expenses, as well as increased marketing
efforts. As a percentage of total revenue, total expenses increased to 96.3% for
the three months ending March 31, 2000 from 91.7% for the prior comparable
period.
Management fees, which consist primarily of the Company's payments to
sub-advisors in connection with its multi-manager investment product, the
DEM-MET Trust, increased by
14
<PAGE>
$67,000 or 19.1%, to $418,000 for the three months ended March 31, 2000 from
$351,000 for the prior comparable period. This increase in management fee
expense largely reflects an increase in assets under management of the DEM-MET
Trust of $68.3 million or 24.5% to $347.2 million as of March 31, 2000 from
$278.9 million as of March 31, 1999, offset by a reduction in fees due to two
less sub-advisors working for the DEM-MET Trust. As a percentage of total
revenue, this expense decreased to 30.4% for the three months ending March 31,
2000 from 34.3% for the prior comparable period.
Compensation and benefits expense increased by $146,000 or 68.2%, to $360,000
for the three months ended March 31, 2000 from $214,000 for the prior comparable
period. This increase is largely due to the addition of three employees over the
prior comparable period to support marketing efforts and associated taxes. As a
percentage of total revenue, these expenses increased to 26.2 % for the three
months ended March 31, 2000 from 20.9% for the prior comparable period.
General and administrative expense increased by $167,000 or 110.60%, to
$318,000 for the three months ended March 31, 2000 from $151,000 for the
prior comparable period. The largest component of this increase is $86,000
for the payment of reimbursements to mutual funds in accordance with the
expense limitation agreements. Other increases were associated with travel
expenses of $44,000, conference expenses of $13,000 and administrative
support as a result of increased staff. As a percentage of total revenue,
this expense increased to 23.2% for the three months ending March 31, 2000
from 14.8% for the prior comparable period.
Advertising expense increased by $32,000 or 38.1%, to $116,000 for the three
months ended March 31, 2000 from $84,000 for the prior comparable period. This
increase is associated with
15
<PAGE>
placement of additional print advertising and other efforts to publicize the
Company and its services.
Amortization and depreciation expense decreased by $18,000 or 31.6%, to $39,000
for the three months ended March 31, 2000 from $57,000 for the prior comparable
period. This decrease is due to the full amortization of a non-compete agreement
during 1999 for DEM-MET. As a percentage of total revenue, this expense
decreased to 2.8% for the three months ending March 31, 2000 from 5.6% for the
prior comparable period.
Income tax provision decreased by $30,000 or 100% to $0 for the three months
ended March 31, 2000 from $30,000 for the prior comparable period. This
decrease is due to the use of the Company's net operating loss carryforward
generated for the year ended December 31, 1999.
LIQUIDITY AND CAPITAL RESOURCES
Historically, Chapman Capital Management Holdings has financed its operations
through capital contributions from its principal stockholder, loans from
affiliates, cash flow from operations and the sale of equity securities.
Chapman Capital Management Holdings' liquid assets consist primarily of cash,
cash equivalents and receivables from advisory clients. Chapman Capital
Management Holdings' total assets as of March 31, 2000 were $4,838,000.
On August 14, 1998, Chapman Capital Management Holdings consummated an initial
public offering of its common stock pursuant to which Chapman Capital Management
Holdings received net proceeds of approximately $5,240,000. Chapman Capital
Management Holdings' offering proceeds are invested in The Chapman U.S. Treasury
Money Fund which invests in short-term U.S. government securities and repurchase
agreements collateralized by such securities.
The final payment of $150,000 on a non-compete agreement pertaining to the
DEM-MET Trust is due on demand.
16
<PAGE>
As of March 31, 2000, the Company had outstanding unsecured loans to
Mr. Chapman in the amount of $377,000. The Company's balance of cash and cash
equivalents, following the transactions above, was $2,415,000 as of March 31,
2000.
YEAR 2000 SYSTEM COSTS
The Year 2000 issue affects the ability of computer systems to correctly
process dates after December 31, 1999. The Company has completed the inventory
and assessment phases of its Year 2000 project plan through an evaluation of its
internal and third party software, as well as its primary service providers'
computer systems, to determine their ability to accurately process after
December 31, 1999. The Company has completed the testing of its critical
internal applications systems.
Although we suffered no significant Year 2000 problems at the start of 2000
or through March 31, 2000, and while we believe that we are taking prudent and
necessary action to maintain Year 2000 readiness, we can give no assurance that
the Year 2000 issue will not result in future information or communications
systems interruptions. Any interruptions could be expected to have a material
adverse effect on our business, financial condition, results of operations and
business prospects and may subject us to liability to our clients. We are
currently building upon our existing contingency plan.
17
<PAGE>
PART II
OTHER INFORMATION
ITEM 2 -- CHANGES IN SECURITIES AND USE OF PROCEEDS
On June 30, 1998, the Company's Registration Statement on Form SB-2
(File No. 333-51883) pertaining to its initial public offering of shares of
the Company's common stock, par value $0.001 (the "Offering") was declared
effective.
The Company has applied Offering proceeds in the amount of approximately
$813,000 for the repayment of indebtedness to affiliates to the Company. The
Company applied approximately $745,000 to the creation of new investment
products, $1,165,000 to expand sales and marketing efforts; $520,000 to
promote the DEM strategies, and $850,000 for working capital and general
corporate purposes. The remaining Offering proceeds have been invested by the
Company in The Chapman U.S. Treasury Money Fund, an affiliate, pending final
application of such proceeds.
ITEM 4 -- SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company held a special meeting of stockholders on April 20, 2000.
The Company's stockholders voted at the special meeting to approve the merger
of the Company into a subsidiary of eChapman.com. The following chart
indicates the number of shares voting in favor of the matter presented at the
special meeting, the number of shares voting against the matter presented at
the special meeting and the number of abstentions.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------
Abstentions Shares Voting in Favor of Shares Voting Against
Proposal Proposal
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock 100 2,589,576 0
- -----------------------------------------------------------------------------------------
</TABLE>
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
A. Exhibits required by Item 601 of Regulations S-B:
Exhibit 27: Financial Data Schedule.
B. Reports on From 8-K:
On March 31, 2000, the Company filed a Form 8-K to revise its previously
released earnings.
18
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
CHAPMAN CAPITAL MANAGEMENT HOLDINGS, INC.
By: /s/ Nathan A. Chapman, JR.
---------------------------------------------
Nathan A. Chapman, Jr.
President, Chairman of the Board and Director
/s/ Maria Markham Thompson
---------------------------------------------
Maria Markham Thompson, CPA
Chief Financial Officer
(Principal Financial Officer and Principal
Accounting Officer)
Date: May 15, 2000
19
<PAGE>
EXHIBIT INDEX
Exhibit 27 Financial Data Schedule.
20
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FINANCIAL
STATEMENTS OF THE COMPANY FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999 AND FOR
THE THREE MONTHS ENDED MARCH 31, 1999 AND 2000, AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C> <C> <C>
<PERIOD-TYPE> YEAR 3-MOS 3-MOS
<FISCAL-YEAR-END> DEC-31-1999 MAR-31-2000 MAR-31-1999
<PERIOD-START> JAN-01-1999 JAN-01-2000 JAN-01-1999
<PERIOD-END> DEC-31-1999 MAR-31-2000 MAR-31-1999
<CASH> 2,680,000 2,415,000 0
<SECURITIES> 356,000 407,000 0
<RECEIVABLES> 853,000 1,230,000 0
<ALLOWANCES> 0 0 0
<INVENTORY> 0 0 0
<CURRENT-ASSETS> 4,541,000 4,310,000 0
<PP&E> 75,000 75,000 0
<DEPRECIATION> (23,000) (30,000) 0
<TOTAL-ASSETS> 4,838,000 4,838,000 0
<CURRENT-LIABILITIES> 650,000 548,000 0
<BONDS> 0 0 0
0 0 0
0 0 0
<COMMON> 3,000 3,000 0
<OTHER-SE> 4,185,000 4,287,000 0
<TOTAL-LIABILITY-AND-EQUITY> 4,838,000 4,838,000 0
<SALES> 0 1,337,000 979,000
<TOTAL-REVENUES> 0 1,373,000 1,022,000
<CGS> 0 0 0
<TOTAL-COSTS> 0 1,322,000 937,000
<OTHER-EXPENSES> 0 0 0
<LOSS-PROVISION> 0 0 0
<INTEREST-EXPENSE> 0 0 6,000
<INCOME-PRETAX> 0 51,000 85,000
<INCOME-TAX> 0 0 30,000
<INCOME-CONTINUING> 0 51,000 55,000
<DISCONTINUED> 0 0 0
<EXTRAORDINARY> 0 0 0
<CHANGES> 0 0 0
<NET-INCOME> 0 51,000 55,000
<EPS-BASIC> 0 0.02 0.02
<EPS-DILUTED> 0 0.02 0.02
</TABLE>
