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): March 21, 2005 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 March 21, 2005 Berkeley Technology Limited Preliminary Financial Results For the Year Ended December 31, 2004 London, March 21, 2005 - Berkeley Technology Limited (OTCBB: BKLYY.PK, London: BEK.L) (the "Company") today reported financial results for the year ended December 31, 2004. The Company's consolidated net loss, computed in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") for the year ended December 31, 2004, was $12.1 million, or $(0.24) per diluted share and $(2.39) per diluted ADR, compared with net income of $11.0 million, or $0.22 per diluted share and $2.15 per diluted ADR, for the year ended December 31, 2003. For the year ended December 31, 2004, the Company's consolidated net loss from continuing operations was $12.1 million, or $(0.24) per diluted share and $(2.39) per diluted ADR, compared with a net income from continuing operations of $1.1 million, or $0.02 per diluted share and $0.21 per diluted ADR, for 2003. No dividends will be paid on the outstanding shares and ADRs for 2004. The Company reports net income (loss) and diluted earnings (loss) per share and ADR in accordance with U.S. GAAP. The results of operations for 2004 were significantly impacted by the decrease in the value of the listed equity securities held by the Company, and by the write-off of a private equity security. Net realized and unrealized investment losses totaled $7.7 million in 2004, compared to net realized and unrealized investment gains of $7.3 million in 2003. During 2004, the Company sold its remaining holdings in Packeteer, Inc. common stock. Subsequent to this sale, as well as the sale of all but $0.1 million of other listed equity securities in January 2005, the impact of stock market volatility on the Company's financial results has been reduced greatly. London Pacific Assurance Limited ("LPAL"), the Company's Jersey, Channel Islands based insurance company, continued to serve its policyholders; however, no new policies are currently being sold. Policyholder liabilities for LPAL fell during 2004 by $6.8 million to $21.2 million primarily due to maturing policies. As of December 31, 2004, LPAL's corporate bonds, cash and accrued interest totaled $31.8 million. The Company has implemented, or is in the process of implementing, cost reductions that, when fully effective in 2006, are expected to reduce the Company's annual expenses by approximately $1.0 million. The Company now focuses on its venture capital and consulting business, which works with North American technology companies that are looking to grow their businesses or to expand their investor base overseas, primarily in Europe and Japan. The Company advises on overseas operations, assists in locating partners, customers and investment 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 The Company's 2004 annual report will be sent to shareholders during April. Copies of this report may be obtained by contacting the registered office in Jersey, Channel Islands. Form 10-K for the year ended December 31, 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 Consolidated Statements of Income (Preliminary) Under U.S. GAAP In thousands, except per share and ADS amounts Years Ended December 31, ....................................... 2004 2003 2002(1) ........... ........... ........... Continuing operations: Revenues: Investment income $ 1,397 $ 1,887 $ 6,590 Insurance policy charges 4 6 1,155 Consulting and other fee income 513 - 2,908 (2) Net realized investment gains (losses) 4,700 (15,312) (21,507) Change in net unrealized investment gains and losses on trading securities (12,373) 22,617 (22,483) ........... ........... ........... (5,759) 9,198 (33,337) Expenses: Amounts credited on insurance policyholder accounts 1,358 1,922 6,031 Amortization of deferred policy acquisition costs - - 2,952 Operating expenses 4,629 5,553 10,804 Goodwill amortization and write-offs - - 389 Interest expense 105 676 965 ........... ........... ........... 6,092 8,151 21,141 ........... ........... ........... Income (loss) from continuing operations before income taxes (11,851) 1,047 (54,478) Income tax expense (benefit) 290 (42) 1,291 ........... ........... ........... Income (loss) from continuing operations (12,141) 1,089 (55,769) Discontinued operations: Loss from discontinued operations, net of income tax expense (benefit) of $0, $2 and $(4,943), respectively - (1,758) (111,203) Income (loss) on disposal of discontinued operations, net of income - 11,685 (38,532) tax expense of $0, $36 and $0, respectively ........... ........... ........... Income (loss) on discontinued operations - 9,927 (149,735) ........... ........... ........... Net income (loss) $ (12,141) $ 11,016 $(205,504) ........... ........... ........... ........... ........... ........... <FN> (1) Reclassifications have been made related to discontinued operations. (2) Amount represents revenues earned from an entity included in discontinued operations. </FN> Berkeley Technology Limited Consolidated Statements of Income (Preliminary) (Continued) Under U.S. GAAP In thousands, except per share and ADS amounts Years Ended December 31, ....................................... 2004 2003 2002(1) ........... ........... ........... Basic earnings (loss) per share and ADS: Basic earnings (loss) per share: Continuing operations $ (0.24) $ 0.02 $ (1.10) Discontinued operations - 0.20 (2.95) ........... ........... ........... $ (0.24) $ 0.22 $ (4.05) ........... ........... ........... ........... ........... ........... Basic earnings (loss) per ADS: Continuing operations $ (2.39) $ 0.21 $ (10.99) Discontinued operations - 1.96 (29.50) ........... ........... ........... $ (2.39) $ 2.17 $ (40.49) ........... ........... ........... ........... ........... ........... Diluted earnings (loss) per share and ADS: Diluted earnings (loss) per share: Continuing operations $ (0.24) $ 0.02 $ (1.10) Discontinued operations - 0.20 (2.95) ........... ........... ........... $ (0.24) $ 0.22 $ (4.05) ........... ........... ........... ........... ........... ........... Diluted earnings (loss) per ADS: Continuing operations $ (2.39) $ 0.21 $ (10.99) Discontinued operations - 1.94 (29.50) ........... ........... ........... $ (2.39) $ 2.15 $ (40.49) ........... ........... ........... ........... ........... ........... <FN> (1) Reclassifications have been made related to discontinued operations. </FN> Berkeley Technology Limited Consolidated Balance Sheets (Preliminary) Under U.S. GAAP In thousands, except share amounts December 31, ......................... 2004 2003 ........... ........... ASSETS Investments (principally of life insurance subsidiary): Fixed maturities: Available-for-sale, at fair value (amortized cost: $21,341 and $25,403 as of December 31, 2004 and 2003, respectively) $ 21,377 $ 25,393 Equity securities: Trading, at fair value (cost: $586 and $4,544 as of December 31, 2004 and 2003, respectively) 552 16,882 Available-for-sale, at estimated fair value (cost: $850 and $4,262 as of December 31, 2004 and 2003, respectively) 850 4,262 ........... ........... Total investments 22,779(1) 46,537 Cash and cash equivalents 19,495(1) 14,408 Cash held in escrow 1,005 999 Accrued investment income 737 926 Property and equipment, net 70 117 Other assets 621 526 ........... ........... Total assets $ 44,707 $ 63,513 ........... ........... ........... ........... LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities: Life insurance policy liabilities $ 21,229 $ 28,054 Accounts payable and accruals 585 562 ........... ........... Total liabilities 21,814 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 December 31, 2004 and 2003 3,222 3,222 Additional paid-in capital 68,615 68,615 Retained earnings 14,929 27,070 Employee benefit trusts, at cost (13,684,881 shares as of December 31, 2004 and 2003) (63,571) (63,571) Accumulated other comprehensive loss (302) (439) ........... ........... Total shareholders' equity 22,893 34,897 ........... ........... Total liabilities and shareholders' equity $ 44,707 $ 63,513 ........... ........... ........... ........... <FN> (1) Includes $22,687 of investments and $9,658 of cash and cash equivalents 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 Consolidated Statements of Cash Flows (Preliminary) Under U.S. GAAP In thousands Years Ended December 31, ....................................... 2004 2003 2002(1) ...................................... Cash flows from continuing operating activities: Net income (loss) $ (12,141) $ 1,089 $ (55,769) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 53 79 460 Amortization of deferred policy acquisition costs - - 2,952 Deferred income tax expense - - 2,898 Amounts credited on insurance policyholder accounts 1,358 1,922 6,031 Net realized investment losses (gains) (4,700) 15,312 21,507 Change in net unrealized investment gains and losses on trading securities 12,373 (22,617) 22,483 Net amortization of investment premiums and discounts 572 313 289 Net changes in operating assets and liabilities: Trading equity securities 12,009 11,879 32,623 Accrued investment income 189 (26) 2,314 Deferred policy acquisition costs - - (250) Other assets (112) 733 391 Life insurance policy liabilities (4) (6) 4 Accounts payable, accruals and other liabilities 174 (804) (3,196) Income taxes payable 17 (26) (3,034) Other operating cash flows (6) 223 (471) ........... ........... ........... Net cash provided by continuing operations 9,782 8,071 29,232 ........... ........... ........... Write-off of doubtful receivables from discontinued operations - - (15,614) Capital paid in to discontinued operations - (523) (3,050) Amounts due to discontinued operations - - (2,793) ........... ........... ........... Net cash used in discontinued operations - (523) (21,457) ........... ........... ........... Net cash provided by operating activites 9,782 7,548 7,775 ........... ........... ........... Cash flows from investing activities: Payment of guarantee obligations - (10,836) - Purchases of held-to-maturity fixed maturity securities - - (2,828) Purchases of available-for-sale fixed maturity securities - (17,096) (7,447) Purchases of available-for-sale equity securities (15) - - Proceeds from sale and maturity of available-for-sale fixed maturity securities 5,060 24,595 96,884 Proceeds from sale of available-for-sale equity securities 75 9 - Proceeds from disposal of discontinued operations - 16,148 - Capital expenditures (5) (4) (16) ........... ........... ........... Net cash provided by investing activities 5,115 12,816 86,593 ........... ........... ........... <FN> (1) Reclassifications have been made related to discontinued operations. </FN> Berkeley Technology Limited Consolidated Statements of Cash Flows (Preliminary) (Continued) Under U.S. GAAP In thousands Years Ended December 31, ....................................... 2004 2003 2002(1) ........... ........... ........... Cash flows from financing activities: Insurance policyholder contract deposits - - 6,827 Insurance policyholder benefits paid (9,824) (12,330) (117,063) Proceeds from disposal of shares by the employee benefit trusts - - 43 Dividends paid - - (2,032) Proceeds from issuance of notes payable - - 2,440 Repayments of notes payable - (9,314) (30,000) ........... ........... ........... Net cash used in financing activities (9,824) (21,644) (139,785) ........... ........... ........... Net increase (decrease) in cash and cash equivalents 5,073 (1,280) (45,417) Cash and cash equivalents at beginning of year (2) 14,408 15,308 60,571 Foreign currency translation adjustment 14 380 154 ........... ........... ........... Cash and cash equivalents at end of year (2), (3) $ 19,495 $ 14,408 $ 15,308 ........... ........... ........... ........... ........... ........... <FN> (1) Reclassifications have been made related to discontinued operations. (2) Amounts reflect continuing operations only. Does not include $1,005 of cash held in escrow as of December 31, 2004. (3) The amount for December 31, 2004 includes $9,658 in the Company's insurance subsidiary (LPAL) which is not currently available to fund the operations or commitments of the Company or its other subsidiaries. </FN>