U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 2, 2004 Berkeley Technology Limited (Exact Name of Registrant as Specified in its Articles) ---------------------- 0-21874 (Commission File Number) Jersey (Channel Islands) U.K. Not applicable (State or Other Jurisdiction (I.R.S. Employer Identification No.) of Incorporation) Minden House 6 Minden Place St. Helier Jersey Channel Islands JE2 4WQ Tel: 011 44 1534 607700 (Address and telephone of Principal Executive Offices) N/A (Former Name or Address, if Changed Since Last Report) The following information is furnished pursuant to this Item 7.01,"Regulation FD Disclosure" and Item 2.02, " Results of Operations and Financial Condition." FOR IMMEDIATE RELEASE November 2, 2004 Berkeley Technology Limited Financial Results For the Quarter Ended September 30, 2004 London, November 2, 2004 - Berkeley Technology Limited (OTCBB: BKLYY; London: BEK) (the "Company"), today reported financial results for its fiscal quarter ended September 30, 2004. The Company's consolidated net loss, computed in accordance with U.S. generally accepted accounting principles ("U.S. GAAP"), for the three months ended September 30, 2004 was $3.9 million, or $(0.08) per diluted share and $(0.77) per diluted ADR, compared with a loss of $6.3 million, or $(0.13) per diluted share and $(1.25) per diluted ADR, for the same period in 2003. For the nine months ended September 30, 2004, the Company's consolidated net loss was $10.4 million, or $(0.21) per diluted share and $(2.05) per diluted ADR, compared with income of $8.2 million, or $0.16 per diluted share and $1.60 per diluted ADR, for the same period in 2003. For the nine months ended September 30, 2004, the Company's consolidated loss from continuing operations was $10.4 million, or $(0.21) per diluted share and $(2.05) per diluted ADR, compared with a loss from continuing operations of $1.8 million, or $(0.03) per diluted share and $(0.35) per diluted ADR, for the same period in 2003. The Company reports net income (loss) and diluted earnings (loss) per share and ADR in accordance with U.S. GAAP. The results for the third quarter of 2004 were significantly impacted by the decrease in the value of the listed equity securities held by the Company, including those held by London Pacific Assurance Limited ("LPAL"). Net realized and unrealized investment losses totaled $3.0 million in the third quarter of 2004, compared to $5.1 million in the third quarter of 2003. During the third quarter of 2004, the Company sold its remaining holding in Packeteer, Inc. common stock, realizing a gain of $5.1 million, which was offset by the reversal of unrealized gains of $7.8 million recorded in prior periods, resulting in a net loss of $2.7 million for the quarter. Subsequent to this sale, the impact of stock market volatility on the Company's financial results has been reduced greatly, as the Company now holds a much smaller listed equity portfolio. The market value of this portfolio as of September 30, 2004 was $0.4 million. LPAL, continued to serve its policyholders; however, no new policies are currently being sold. Policyholder liabilities for LPAL fell during the third quarter of 2004 by $1.4 million to $22.1 million primarily due to maturing policies. As of September 30, 2004, LPAL's corporate bonds, cash, due from brokers and accrued interest totaled $32.7 million. The Company now focuses on its venture capital and consulting business, which works with technology companies that are looking to grow their operations internationally. The Company advises on overseas operations, assists in locating investor capital, and occasionally takes principal positions where the case is compelling and the timeframe for realization could be relatively short. It is still early in the process but consulting fees are now being generated. ***** Statements contained herein which are not historical facts are forward-looking statements that involve a number of risks and uncertainties that could cause the actual results of the future events described in such forward-looking statements to differ materially from those anticipated in such forward-looking statements. Factors that could cause or contribute to deviations from the forward-looking statements include, but are not limited to, (i) variations in demand for the Company's products and services, (ii) the success of the Company's new products and services, (iii) significant changes in net cash flows in or out of the Company's businesses, (iv) fluctuations in the performance of debt and equity markets worldwide, (v) the enactment of adverse state, federal or foreign regulation or changes in government policy or regulation (including accounting standards) affecting the Company's operations, (vi) the effect of economic conditions and interest rates in the U.S., the U.K. or internationally, (vii) the ability of the Company's subsidiaries to compete in their respective businesses, (viii) the ability of the Company to attract and retain key personnel, and (ix) actions by governmental authorities that regulate the Company's businesses, including insurance commissions. The Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future developments or otherwise. Please address any inquiries to: Ian Whitehead Jersey (0)1534 607700 Chief Financial Officer Berkeley Technology Limited Form 10-Q for the quarter ended September 30, 2004 A copy of the above document will be submitted to the U.K. Listing Authority and will be shortly available for inspection at the U.K. Listing Authority's Document Viewing Facility, which is situated at: Financial Services Authority 25 The North Colonnade Canary Wharf London E14 5HS Tel: 020 7676 1000 Berkeley Technology Limited Condensed Consolidated Statements of Income Under U.S. GAAP (unaudited) In thousands, except per share and ADR amounts Three Months Ended Nine Months Ended September 30, September 30, ........................ ........................ 2004 2003 2004 2003 .......... .......... .......... .......... Continuing operations: Revenues: Investment income $ 337 $ 433 $ 1,028 $ 1,492 Insurance policy charges - 2 3 6 Consulting and other fee income 135 - 329 - Net realized investment gains (losses) 4,787 (839) 5,700 (14,988) Change in net unrealized investment gains and losses on trading securities (7,757) (4,213) (12,498) 18,226 .......... .......... .......... .......... (2,498) (4,617) (5,438) 4,736 Expenses: Amounts credited on insurance policyholder accounts 326 463 1,043 1,509 Operating expenses 1,089 1,269 3,637 4,317 Interest expense - - - 676 .......... .......... .......... .......... 1,415 1,732 4,680 6,502 .......... .......... .......... .......... Loss from continuing operations before income taxes (3,913) (6,349) (10,118) (1,766) Income tax expense (benefit) - (3) 290 9 .......... .......... .......... .......... Loss from continuing operations (3,913) (6,346) (10,408) (1,775) Discontinued operations: Loss from discontinued operations, net of income tax expense of $2 in 2003 - - - (1,758) Income on disposal of discontinued operations, net of income tax expense of $36 in 2003 - - - 11,685 .......... .......... .......... .......... Income on discontinued operations - - - 9,927 .......... .......... .......... .......... Net income (loss) $ (3,913) $ (6,346) $(10,408) $ 8,152 .......... .......... .......... .......... .......... .......... .......... .......... Berkeley Technology Limited Condensed Consolidated Statements of Income (Continued) Under U.S. GAAP (unaudited) In thousands, except per share and ADR amounts Three Months Ended Nine Months Ended September 30, September 30, ........................ ........................ 2004 2003 2004 2003 .......... .......... .......... .......... Basic earnings (loss) per share and ADR: Basic earnings (loss) per share: Continuing operations $ (0.08) $ (0.13) $ (0.21) $ (0.03) Discontinued operations - - - 0.19 .......... .......... .......... .......... $ (0.08) $ (0.13) $ (0.21) $ 0.16 .......... .......... .......... .......... .......... .......... .......... .......... Basic earnings (loss) per ADR: Continuing operations $ (0.77) $ (1.25) $ (2.05) $ (0.35) Discontinued operations - - - 1.96 .......... .......... .......... .......... $ (0.77) $ (1.25) $ (2.05) $ 1.61 .......... .......... .......... .......... .......... .......... .......... .......... Diluted earnings (loss) per share and ADR: Diluted earnings (loss) per share: Continuing operations $ (0.08) $ (0.13) $ (0.21) $ (0.03) Discontinued operations - - - 0.19 .......... .......... .......... .......... $ (0.08) $ (0.13) $ (0.21) $ 0.16 .......... .......... .......... .......... .......... .......... .......... .......... Diluted earnings (loss) per ADR: Continuing operations $ (0.77) $ (1.25) $ (2.05) $ (0.35) Discontinued operations - - - 1.95 .......... .......... .......... .......... $ (0.77) $ (1.25) $ (2.05) $ 1.60 .......... .......... .......... .......... .......... .......... .......... .......... Berkeley Technology Limited Condensed Consolidated Balance Sheets Under U.S. GAAP (unaudited) In thousands, except share amounts September 30, December 31, 2004 2003 ............. ............. ASSETS Investments (principally of life insurance subsidiary): Fixed maturities: Available-for-sale, at fair value (amortized cost: $20,275 and $25,403 as of September 30, 2004 and December 31, 2003, respectively) $ 20,247 $ 25,393 Equity securities: Trading, at fair value (cost: $586 and $4,544 as of September 30, 2004 and December 31, 2003, respectively) 426 16,882 Available-for-sale, at estimated fair value (cost: $1,850 and $4,262 as of September 30, 2004 and December 31, 2003, respectively) 1,850 4,262 ............. ............. Total investments 22,523(1) 46,537 Cash and cash equivalents 18,348(1) 14,408 Cash held in escrow 1,002 999 Due from broker 4,649(1) - Accrued investment income 654 926 Other assets 409 643 ............. ............. Total assets $ 47,585 $ 63,513 ............. ............. ............. ............. LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities: Life insurance policy liabilities $ 22,134 $ 28,054 Accounts payable and accruals 951 562 ............. ............. Total liabilities 23,085 28,616 ............. ............. Commitments and contingencies Shareholders' equity: Ordinary shares, $0.05 par value per share: 86,400,000 shares authorized; 64,439,073 shares issued and outstanding as of September 30, 2004 and December 31, 2003 3,222 3,222 Additional paid-in capital 68,615 68,615 Retained earnings 16,662 27,070 Employee benefit trusts, at cost (13,684,881 shares as of September 30, 2004 and December 31, 2003) (63,571) (63,571) Accumulated other comprehensive loss (428) (439) ............. ............. Total shareholders' equity 24,500 34,897 ............. ............. Total liabilities and shareholders' equity $ 47,585 $ 63,513 ............. ............. ............. ............. <FN> (1) Includes $22,466 of investments, $7,573 of cash and cash equivalents and $4,275 of broker receivables in the Company's insurance subsidiary (LPAL) which are not currently available to fund the operations or commitments of the Company or its other subsidiaries. </FN> Berkeley Technology Limited Condensed Consolidated Statements of Cash Flows Under U.S. GAAP (unaudited) In thousands Nine Months Ended September 30, ............. ............. 2004 2003 ............. ............. Net cash provided by continuing operations $ 6,156 $ 8,866 Net cash used in discontinued operations - (523) ............. ............. Net cash provided by operating activities 6,156 8,343 ............. ............. Cash flows from investing activities: Payment of guarantee obligations - (10,836) Purchases of available-for-sale fixed maturity securities - (8,422) Purchases of available-for-sale equity securities (15) - Proceeds from sale and maturity of available-for-sale fixed maturity securities 5,034 20,004 Proceeds from sale of available-for-sale equity securities 75 - Proceeds from disposal of discontinued operations - 15,148 Capital expenditures (5) (4) ............. ............. Net cash provided by investing activities 5,089 15,890 ............. ............. Cash flows from financing activities: Insurance policyholder benefits paid (7,332) (8,630) Repayment of notes payable - (9,314) ............. ............. Net cash used in financing activities (7,332) (17,944) ............. ............. Net increase in cash and cash equivalents 3,913 6,289 Cash and cash equivalents at beginning of period (1) 14,408 15,308 Foreign currency translation adjustment 27 (212) ............. ............. Cash and cash equivalents at end of period (1), (2) $ 18,348 $ 21,385 ............. ............. ............. ............. <FN> (1) Amounts reflect continuing operations only. Does not include $1,002 of cash held in escrow as of September 30, 2004. (2) The amount for September 30, 2004 includes $7,573 in the Company's insurance subsidiary (LPAL) which is not available to fund the operations or commitments of the Company or its other subsidiaries. </FN>