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): May 12, 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 May 12, 2005
Berkeley Technology Limited
Financial Results
For the Quarter Ended
March 31, 2005
London, May 12, 2005 - Berkeley Technology Limited (OTCBB: BKLYY.PK, London:
BEK.L) (the "Company") today reported financial results for its fiscal quarter
ended March 31, 2005. The Company's consolidated net loss, computed in
accordance with U.S. generally accepted accounting principles ("U.S. GAAP") for
the first quarter of 2005, was $1.2 million, or $(0.02) per diluted share and
$(0.23) per diluted ADR, compared with a loss of $6.7 million, or $(0.13) per
diluted share and $(1.32) per diluted ADR, for the same period in 2004.
The Company reports net income (loss) and diluted earnings (loss) per share and
ADR in accordance with U.S. GAAP.
The Company is in the process of implementing cost reductions that resulted in
employee redundancy costs of approximately $373,000 in the first quarter of
2005. For the first quarter in many years, the impact of stock market volatility
was negligible following the sale of Packeteer common stock during 2004, as well
as the sale of all but $0.1m of other listed equity securities during January
2005. Net realized and unrealized investment losses totaled $0.1 million in the
first quarter of 2005, compared to net realized and unrealized investment losses
of $5.5 million in the first quarter of 2004.
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
the first quarter of 2005 by $1.3 million to $19.9 million primarily due to
maturing policies. As of March 31, 2005, LPAL's corporate bonds, cash and
accrued interest totaled $30.6 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
Form 10-Q for the quarter ended March 31, 2005
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 Operations
Under U.S. GAAP (unaudited)
In thousands, except per share and ADR amounts
Three Months Ended
March 31,
..............................
2005 2004
............. .............
Revenues:
Investment income $ 397 $ 357
Insurance policy charges - 2
Consulting and other fee income 143 97
Net realized investment losses (43) (644)
Change in net unrealized investment gains and losses on
trading securities (22) (4,833)
............. .............
475 (5,021)
Expenses:
Amounts credited on insurance policyholder accounts 290 384
Operating expenses 1,339 1,278
............. .............
1,629 1,662
............. .............
Loss before income tax expense (1,154) (6,683)
Income tax expense 5 7
............. .............
Net loss $ (1,159) $ (6,690)
............. .............
............. .............
Basic and diluted loss per share and ADR:
Basic and diluted loss per share $ (0.02) $ (0.13)
............. .............
............. .............
Basic and diluted loss per ADR $ (0.23) $ (1.32)
............. .............
............. .............
Berkeley Technology Limited
Condensed Consolidated Balance Sheets
Under U.S. GAAP (unaudited)
In thousands, except share amounts
March 31, December 31,
2005 2004
............ .............
ASSETS
Investments (principally of life insurance subsidiary):
Fixed maturities:
Available-for-sale, at fair value (amortized cost: $24,087 and
$21,341 as of March 31, 2005 and December 31, 2004, respectively) $ 24,033 $ 21,377
Held-to-maturity, at amortized cost (fair value: $8,220 and $0
as of March 31, 2005 and December 31, 2004, respectively) 8,289 -
Equity securities:
Trading, at fair value (cost: $102 and $586 as of March 31,
2005 and December 31, 2004, respectively) 46 552
Available-for-sale, at estimated fair value (cost: $850 as of
March 31, 2005 and December 31, 2004) 850 850
............. .............
Total investments 33,218(1) 22,779
Cash and cash equivalents 6,498(1) 19,495
Cash held in escrow 1,009 1,005
Accrued investment income 1,017 737
Other assets 502 691
............. .............
Total assets $ 42,244 $ 44,707
............. .............
............. .............
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Life insurance policy liabilities $ 19,891 $ 21,229
Accounts payable and accruals 700 585
............. .............
Total liabilities 20,591 21,814
............. .............
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 March 31, 2005 and
December 31, 2004 3,222 3,222
Additional paid-in capital 67,660 68,615
Retained earnings 13,770 14,929
Employee benefit trusts, at cost (13,522,381 and 13,684,881 shares as of
March 31, 2005 and December 31, 2004, respectively) (62,598) (63,571)
Accumulated other comprehensive loss (401) (302)
............. .............
Total shareholders' equity 21,653 22,893
............. .............
Total liabilities and shareholders' equity $ 42,244 $ 44,707
............. .............
............. .............
<FN>
(1) Includes $24,877 of investments and $5,596 of cash and cash equivalents in the Company's insurance subsidiary (London Pacific
Assurance Limited ("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
Three Months Ended
March 31,
..............................
2005 2004
............. .............
Net cash provided by (used in) operating activities $ (171) $ 113
............. .............
Cash flows from investing activities:
Purchases of held-to-maturity fixed maturity securities (8,510) -
Purchases of available-for-sale fixed maturity securities (5,122) -
Purchases of available-for-sale equity securities - (15)
Proceeds from maturity of held-to-maturity fixed maturity securities 200 -
Proceeds from sale and maturity of available-for-sale fixed maturity
securities 1,911 3,098
Other investing cash flows - (2)
............. .............
Net cash provided by (used in) investing activities (11,521) 3,081
............. .............
Cash flows from financing activities:
Insurance policyholder benefits paid (1,309) (4,137)
Proceeds from disposal of shares by the employee benefit trusts 18 -
............. .............
Net cash used in financing activities (1,291) (4,137)
............. .............
Net decrease in cash and cash equivalents (12,983) (943)
Cash and cash equivalents at beginning of period (1) 19,495 14,408
Foreign currency translation adjustment (14) 79
............. .............
Cash and cash equivalents at end of period (1), (2) $ 6,498 $ 13,544
............. .............
............. .............
<FN>
(1) Does not include $1,009 of cash held in escrow as of March 31, 2005.
(2) The amount for March 31, 2005 includes $5,596 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>