UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 10-Q
(Mark One)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2006
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission file number 0-21874
Berkeley Technology Limited
(Exact name of registrant as specified in its charter)
______________________
Jersey, Channel Islands Not applicable
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
Minden House, 6 Minden Place
St. Helier, Jersey JE2 4WQ
Channel Islands
(Address of principal executive offices)
(Zip Code)
011 44 (1534) 607700
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes ____ No |X|
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes ____ No |X|
As of November 14, 2006, the registrant had outstanding 64,439,073 Ordinary
Shares, par value $0.05 per share.
TABLE OF CONTENTS
PART I
FINANCIAL INFORMATION
Page
Item 1. Financial Statements:
Unaudited Condensed Consolidated Balance Sheets as of September 30, 2006 and
December 31, 2005............................................................................ 3
Unaudited Condensed Consolidated Statements of Operations for the three and nine months
ended September 30, 2006 and 2005............................................................ 4
Unaudited Condensed Consolidated Statements of Cash Flows for the nine months
ended September 30, 2006 and 2005............................................................ 5
Unaudited Consolidated Statement of Changes in Shareholders' Equity for the nine months
ended September 30, 2006..................................................................... 6
Unaudited Consolidated Statements of Comprehensive Income for the three and nine months
ended September 30, 2006 and 2005............................................................ 7
Notes to Unaudited Condensed Consolidated Financial Statements................................... 8
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations............ 19
Item 3. Quantitative and Qualitative Disclosures About Market Risk ...................................... 27
Item 4. Controls and Procedures.......................................................................... 28
PART II
OTHER INFORMATION
Item 1. Legal Proceedings................................................................................ 28
Item 1A. Risk Factors..................................................................................... 29
Item 4. Submission of Matters to a Vote of Security Holders.............................................. 29
Item 6. Exhibits......................................................................................... 29
Signature ................................................................................................. 30
Exhibit Index .............................................................................................. 31
2
PART I - FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)
September 30, December 31,
2006 2005
------------- -------------
ASSETS
Investments (principally of life insurance subsidiary):
Fixed maturities:
Available-for-sale, at fair value (amortized cost: $14,654 and $13,809
as of September 30, 2006 and December 31, 2005, respectively).............. $ 14,638 $ 13,829
Held-to-maturity, at amortized cost (fair value: $3,010 and $6,982 as of
September 30, 2006 and December 31, 2005, respectively).................... 3,017 7,011
Equity securities:
Trading, at fair value (cost: $0 and $102 as of September 30, 2006
and December 31, 2005, respectively)....................................... - 84
Available-for-sale, at estimated fair value (cost: $844 and $850 as of
September 30, 2006 and December 31, 2005, respectively).................... 844 850
------------- -------------
Total investments................................................................. 18,499(1) 21,774
Cash and cash equivalents......................................................... 4,051(1) 10,039
Cash held in escrow............................................................... - 1,027
Accrued investment income......................................................... 429 609
Other assets...................................................................... 284 354
------------- -------------
Total assets...................................................................... $ 23,263 $ 33,803
------------- -------------
------------- -------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Life insurance policy liabilities................................................. $ 6,317 $ 13,573
Accounts payable and accruals..................................................... 644 627
------------- -------------
Total liabilities................................................................. 6,961 14,200
------------- -------------
Commitments and contingencies (see Note 6)
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, 2006 and
December 31, 2005.............................................................. 3,222 3,222
Additional paid-in capital........................................................ 67,714 67,660
Retained earnings................................................................. 8,380 11,682
Employee benefit trusts, at cost (13,522,381 shares as of
September 30, 2006 and December 31, 2005)...................................... (62,598) (62,598)
Accumulated other comprehensive loss.............................................. (416) (363)
------------- -------------
Total shareholders' equity........................................................ 16,302 19,603
------------- -------------
Total liabilities and shareholders' equity........................................ $ 23,263 $ 33,803
------------- -------------
------------- -------------
<FN>
(1) Includes $15,482 of investments and $1,350 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>
See accompanying Notes which are an integral part of these Unaudited Condensed
Consolidated Financial Statements.
3
BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share and ADS amounts)
Three Months Ended Nine Months Ended
September 30, September 30,
---------------------- ----------------------
2006 2005 2006 2005
---------- ---------- ---------- ----------
Revenues:
Investment income................................................. $ 300 $ 383 $ 938 $ 1,185
Insurance policy charges.......................................... - 1 2 4
Consulting and other fee income................................... 163 105 477 429
Net realized investment losses.................................... - - - (43)
Change in net unrealized investment gains and losses
on trading securities.......................................... (6) 16 18 6
---------- ---------- ---------- ----------
457 505 1,435 1,581
Expenses:
Amounts credited on insurance policyholder accounts............... 95 222 402 779
Operating expenses................................................ 920 981 3,330 3,328
Interest expense.................................................. - - - 3
---------- ---------- ---------- ----------
1,015 1,203 3,732 4,110
---------- ---------- ---------- ----------
Loss from continuing operations
before income tax expense...................................... (558) (698) (2,297) (2,529)
Income tax expense................................................ - - 5 5
---------- ---------- ---------- ----------
Loss from continuing operations................................... (558) (698) (2,302) (2,534)
Discontinued operations:
Loss on disposal of discontinued operations,
net of income tax expense (benefit) of $0...................... - - (1,000) -
---------- ---------- ---------- ----------
Loss on discontinued operations................................... - - (1,000) -
---------- ---------- ---------- ----------
Net loss.......................................................... $ (558) $ (698) $ (3,302) $ (2,534)
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
Basic and diluted loss per share:
Continuing operations............................................. $ (0.01) $ (0.01) $ (0.05) $ (0.05)
Discontinued operations........................................... - - (0.02) -
---------- ---------- ---------- ----------
$ (0.01) $ (0.01) $ (0.07) $ (0.05)
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
Basic and diluted loss per ADS:
Continuing operations............................................. $ (0.11) $ (0.14) $ (0.45) $ (0.50)
Discontinued operations........................................... - - (0.20) -
---------- ---------- ---------- ----------
$ (0.11) $ (0.14) $ (0.65) $ (0.50)
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
See accompanying Notes which are an integral part of these Unaudited Condensed
Consolidated Financial Statements.
4
BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Nine Months Ended
September 30,
------------------------------
2006 2005
------------ ------------
Net cash used in operating activities............................................. $ (898) $ (120)
Cash flows from investing activities:
Purchases of held-to-maturity fixed maturity securities........................... (3,035) (8,510)
Purchases of available-for-sale fixed maturity securities......................... (9,082) (5,121)
Proceeds from maturity of held-to-maturity fixed maturity securities.............. 7,000 1,350
Proceeds from sale and maturity of available-for-sale fixed maturity securities... 8,701 8,284
Capital expenditures.............................................................. (5) (2)
------------ ------------
Net cash provided by (used in) investing activities............................... 3,579 (3,999)
------------ ------------
Cash flows from financing activities:
Insurance policyholder benefits paid.............................................. (8,703) (5,221)
Proceeds from disposal of shares by the employee benefit trusts................... - 18
------------ ------------
Net cash used in financing activities ............................................ (8,703) (5,203)
------------ ------------
Net decrease in cash and cash equivalents ........................................ (6,022) (9,322)
Cash and cash equivalents at beginning of period.................................. 10,039 19,495
Foreign currency translation adjustment .......................................... 34 (313)
------------ ------------
Cash and cash equivalents at end of period (1).................................... $ 4,051 $ 9,860
------------ ------------
------------ ------------
<FN>
(1) The amount for September 30, 2006 includes $1,350 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>
See accompanying Notes which are an integral part of these Unaudited Condensed
Consolidated Financial Statements.
5
BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
(In thousands)
Accumulated
Other
Ordinary Shares Additional Employee Compre- Total
------------------- Paid-in Retained Benefit hensive Shareholders'
Number Amount Capital Earnings Trusts Loss Equity
-------- --------- ---------- --------- --------- ---------- ------------
Balance as of
December 31, 2005............ 64,439 $ 3,222 $ 67,660 $ 11,682 $(62,598) $ (363) $ 19,603
Net loss........................ - - - (3,302) - - (3,302)
Vesting of employee share
options, including income
tax effect................... - - 54 - - - 54
Change in net unrealized
gains and losses on
available-for-sale securities - - - - - (36) (36)
Foreign currency translation
adjustment................... - - - - - (17) (17)
-------- --------- --------- --------- --------- ---------- ----------
Balance as of
September 30, 2006........... 64,439 $ 3,222 $ 67,714 $ 8,380 $(62,598) $ (416) $ 16,302
-------- --------- --------- --------- --------- ---------- ----------
-------- --------- --------- --------- --------- ---------- ----------
See accompanying Notes which are an integral part of these Unaudited Condensed
Consolidated Financial Statements.
6
BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
Three Months Ended Nine Months Ended
September 30, September 30,
---------------------- ----------------------
2006 2005 2006 2005
---------- ---------- ---------- ----------
Net loss.......................................................... $ (558) $ (698) $ (3,302) $ (2,534)
Other comprehensive income (loss), net of deferred
income taxes:
Foreign currency translation adjustments, net of income
taxes of $0.................................................... (3) (11) (17) (46)
Change in net unrealized gains and losses:
Unrealized holding gains and losses on available-for-sale
securities................................................... 21 (6) (46) (12)
Reclassification adjustment for gains and losses included
in net loss.................................................. - 8 10 15
Deferred income taxes.......................................... - - - -
---------- ---------- ---------- ----------
Other comprehensive income (loss)................................. 18 (9) (53) (43)
---------- ---------- ---------- ----------
Comprehensive loss................................................ $ (540) $ (707) $ (3,355) $ (2,577)
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
See accompanying Notes which are an integral part of these Unaudited Condensed
Consolidated Financial Statements.
7
BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2006
As used herein, the terms "registrant," "Company," "we," "us" and "our"
refer to Berkeley Technology Limited. Except as the context otherwise requires,
the term "Group" refers collectively to the registrant and its subsidiaries.
Note 1. Basis of Presentation and Principles of Consolidation
The accompanying condensed consolidated financial statements are unaudited
and have been prepared by the Company in conformity with United States generally
accepted accounting principles ("U.S. GAAP"). These unaudited condensed
consolidated financial statements include the accounts of the Company, its
subsidiaries, the Employee Share Option Trust ("ESOT") and the Agent Loyalty
Opportunity Trust ("ALOT"). Significant subsidiaries included in the operations
of the Group and discussed in this document include London Pacific Assurance
Limited ("LPAL") and Berkeley International Capital Corporation ("BICC"). All
intercompany transactions and balances have been eliminated in consolidation.
Certain information and note disclosures normally included in the Company's
annual consolidated financial statements have been condensed or omitted. In the
opinion of management, the unaudited condensed consolidated financial statements
reflect all adjustments (consisting of normal recurring accruals) which are
necessary for a fair statement of the results for the interim periods presented.
While the Company's management believes that the disclosures presented are
adequate to make the information not misleading, these unaudited condensed
consolidated financial statements should be read in conjunction with the audited
financial statements and related notes for the year ended December 31, 2005,
which are contained in the Company's Annual Report on Form 10-K, filed with the
U.S. Securities and Exchange Commission ("SEC") on March 30, 2006. The December
31, 2005 condensed balance sheet data was derived from audited financial
statements but does not include all disclosures required by U.S. GAAP.
The results for the nine month period ended September 30, 2006 are not
indicative of the results to be expected for the full fiscal year.
The unaudited condensed consolidated balance sheets are presented in an
unclassified format as the majority of the Group's assets relate to its life
insurance and annuities business. The Group's other business is venture capital
and consulting.
The Company is incorporated under the laws of Jersey, Channel Islands. Its
Ordinary Shares are traded on the London Stock Exchange and in the U.S. on the
Over-the-Counter Bulletin Board in the form of American Depositary Shares
("ADSs"), which are evidenced by American Depositary Receipts ("ADRs"). Pursuant
to the regulations of the SEC, the Company is considered a U.S. domestic
registrant and must file financial statements prepared under U.S. GAAP.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP
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 these unaudited condensed consolidated financial
statements as well as the reported amount of revenues and expenses during this
reporting period. Actual results could differ from these estimates. Certain
estimates such as fair value and actuarial assumptions have a significant impact
on the gains and losses recorded on investments and the balance of life
insurance policy liabilities.
8
BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Share Based Compensation
Equity compensation plan
The London Pacific Group 1990 Employee Share Option Trust ("ESOT"), which
was approved by shareholders in 1990, provides for the granting of share options
to employees and directors. Options are generally granted with an exercise price
equal to the fair market value of the underlying shares at the date of grant.
Such grants to employees are generally exercisable in four equal annual
installments beginning one year from the date of grant, subject to employment
continuation, and expire seven to ten years from the date of grant. Such grants
to directors are fully vested on the date of grant and expire seven or ten years
from the date of grant.
Share based compensation expense
On January 1, 2006, the Company adopted Statement of Financial Accounting
Standards No. 123 (revised 2004) ("SFAS 123R"), "Share-Based Payment," which
establishes standards for the accounting of transactions in which an entity
exchanges its equity instruments for goods or services, primarily focusing on
accounting for transactions where an entity obtains employee services in share
based payment transactions. SFAS 123R requires a public entity to measure the
cost of employee services received in exchange for an award of equity
instruments, including share options, based on the fair value of the award on
the grant date, and to recognize it as compensation expense over the period the
employee is required to provide service in exchange for the award, usually the
vesting period. SFAS 123R supersedes the Company's previous accounting under
Accounting Principles Board Opinion No. 25 ("APB 25"), "Accounting for Stock
Issued to Employees," and related interpretations, for periods beginning in
fiscal 2006. In March 2005, the SEC issued Staff Accounting Bulletin No. 107
("SAB 107") relating to SFAS 123R. The Company has applied the provisions of SAB
107 in its adoption of SFAS 123R.
The Company adopted SFAS 123R using the modified prospective transition
method, which requires the application of the accounting standard as of January
1, 2006, the first day of the Company's fiscal year 2006. The Company's
consolidated financial statements as of and for the three and nine months ended
September 30, 2006 reflect the impact of SFAS 123R. In accordance with the
modified prospective transition method, the Company's consolidated financial
statements for prior periods have not been restated to reflect, and do not
include, the impact of SFAS 123R.
SFAS 123R requires companies to estimate the fair value of share based
payment awards on the date of grant using an option pricing model. The value of
the portion of the award that is ultimately expected to vest is recognized as
expense over the requisite service periods in the Company's consolidated
statement of operations. Prior to the adoption of SFAS 123R, the Company
accounted for share based awards to employees and directors using the intrinsic
value method in accordance with APB 25, as allowed under Statement of Financial
Accounting Standards No. 123 ("SFAS 123"), "Accounting for Stock-Based
Compensation." Under the intrinsic value method, no share based compensation
expense had been recognized in the Company's consolidated statement of
operations.
Share based compensation expense recognized in the Company's consolidated
statement of operations for the three and nine months ended September 30, 2006
includes compensation expense for share options granted prior to, but not yet
vested as of December 31, 2005, based on the fair value estimated as of the date
of grant in accordance with the provisions of SFAS 123R. SFAS 123R requires
forfeitures to be estimated at the time of grant and revised, if necessary, in
subsequent periods if actual forfeitures differ from those estimates. Share
based compensation expense calculated in accordance with SFAS 123R is to be
based on awards ultimately expected to vest, and therefore the expense should be
reduced for estimated forfeitures. The Company's estimated forfeiture rate for
the three and nine months ended September 30, 2006 of zero
9
BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
percent is based upon the short remaining vesting periods of the option grants
(all but one option grant will be fully vested by the end of 2006) and because
all of the unvested options relate to longstanding employees. In the Company's
pro forma information required to be disclosed under SFAS 123 for the periods
prior to 2006, the Company accounted for forfeitures as they occurred.
SFAS 123R requires the cash flows resulting from the tax benefits resulting
from tax deductions in excess of the compensation cost recognized for those
options to be classified as financing cash flows. Due to the Company's loss
position, and as the Company had no tax deductions related to share option
exercises, there were no such tax benefits during the first nine months of 2006.
Prior to the adoption of SFAS 123R, those tax benefits would have been reported
as operating cash flows had the Company received any tax benefits related to
share option exercises.
The fair value of share option grants to employees is calculated using the
Black-Scholes option pricing model, even though this model was developed to
estimate the fair value of freely tradable, fully transferable options without
vesting restrictions, which differ significantly from the Company's share
options. The Black-Scholes model also requires subjective assumptions, including
future share price volatility and expected time to exercise, which greatly
affect the calculated values. The expected term of options granted is derived
from historical data on employee exercises and post-vesting employment
termination behavior. The risk-free rate is based on the U.S. Treasury rates in
effect during the corresponding period of grant. The expected volatility is
based on the historical volatility of the Company's share price. These factors
could change in the future, which would affect the share based compensation
expense in future periods, if the Company, through the ESOT, should grant
additional share options.
Valuation and expense information under SFAS 123R
The estimated fair value of share option compensation awards to employees,
as calculated using the Black-Scholes option pricing model as of the date of
grant, is amortized using the straight-line method over the vesting period of
the options. For the three and nine months ended September 30, 2006,
compensation expense related to employee share options under SFAS 123R totaled
$7,000 and $54,000, respectively, and is included in operating expenses in the
accompanying statement of operations.
10
BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The table below reflects net loss and basic and diluted loss per share and
ADS for the three and nine months ended September 30, 2006, compared with the
pro forma information for the three and nine months ended September 30, 2005:
Three Months Ended Nine Months Ended
September 30, September 30,
---------------------- ----------------------
2006 2005 2006 2005
---------- ---------- ---------- ----------
(In thousands, except per share and ADS amounts)
Net loss as reported for the prior period (1)..................... N/A $ (698) N/A $ (2,534)
Share based compensation expense related to employee
share options (2).............................................. (7) (32) (54) (7) (4)
---------- ---------- ---------- ----------
Net loss, including the effect of share based
compensation expense (3)........................................ $ (558) $ (730) $ (3,302) $ (2,541)
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
Basic and diluted loss per share, as reported for the
prior period (1)................................................ (0.01) (0.05)
Basic and diluted loss per share, including the effect of share
based compensation.............................................. (0.01) (0.01) (0.07) (0.05)
Basic and diluted loss per ADS, as reported for the
prior period (1)................................................ (0.14) (0.50)
Basic and diluted loss per ADS, including the effect of share
based compensation.............................................. (0.11) (0.14) (0.65) (0.50)
<FN>
(1) Net loss and loss per share and ADS prior to 2006 did not include share based compensation expense for employee
share options under SFAS 123R because the Company did not adopt the recognition provisions of SFAS 123.
(2) Share based compensation expense prior to 2006 is calculated based on the pro forma application of SFAS 123.
(3) Net loss and net loss per share and ADS prior to 2006 represents pro forma information based on SFAS 123.
(4) Compensation expense was lower for the nine month period ended September 30, 2005 due to the reversal of $85,000
in compensation expense recognized in prior periods primarily related to the forfeiture during the first quarter
of 2005 of all of the unvested and out-of-the-money vested options held by employees who terminated employment during
the first quarter of 2005.
</FN>
During the first nine months of 2006, there were no option grants,
exercises or forfeitures. During the third quarter of 2006, no options expired
and 125,000 options vested. At September 30, 2006, there were 5,285,000 options
outstanding with a weighted average exercise price of $2.63. Of these options,
4,486,250 were exercisable at September 30, 2006, and these have a weighted
average exercise price of $3.07. The remaining 798,750 options were unvested at
September 30, 2006. These unvested options have a weighted average exercise
price of $0.15. As of September 30, 2006, total unrecognized compensation
expense related to unvested share options was $40,000, of which $4,000 is
expected to be recognized during the remainder of 2006 and the balance of
$36,000 is expected to be recognized ratably over 2007, 2008 and the first half
of 2009.
Option grants have not been made since the second quarter of 2005. The
options granted in May 2005 were valued using the Black-Scholes option pricing
model with the following assumptions: expected share price volatility of 34%,
risk-free interest rate of 3.89%, weighted average expected life of 6.25 years
and expected dividend yield of zero percent.
11
BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
For additional information relating to our employee share options, see Note
13 to the Company's consolidated financial statements included in our Form 10-K
for the year ended December 31, 2005.
Recently Issued Accounting Pronouncements
In July 2006, the Financial Accounting Standards Board ("FASB") issued FASB
Interpretation No. 48 ("FIN 48"), "Accounting for Uncertainty in Income Taxes -
an Interpretation of FASB Statement No, 109." FIN 48 clarifies the accounting
for uncertainty in income taxes recognized in a company's financial statements
in accordance with Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes." FIN 48 prescribes a recognition threshold and
measurement attribute for the financial statement recognition and measurement of
a tax position taken or expected to be taken in a tax return. It also provides
guidance on derecognition, classification, interest and penalties, accounting in
interim periods, disclosure and transition. FIN 48 is effective for fiscal years
beginning after December 15, 2006. The Company's management does not expect the
adoption of FIN 48 to have a material effect on its consolidated financial
statements.
In September 2006, the FASB issued Statement of Financial Accounting
Standards No. 157 ("SFAS 157"), "Fair Value Measurements," which defines fair
value, establishes guidelines for measuring fair value and expands disclosures
regarding fair value measurements. SFAS 157 does not require any new fair value
measurements but rather eliminates inconsistencies in guidance found in various
prior accounting pronouncements. SFAS 157 is effective for fiscal years
beginning after November 15, 2007. Earlier adoption is permitted, provided the
company has not yet issued financial statements, including for interim periods,
for that fiscal year. The Company is currently evaluating the impact of SFAS
157, but does not expect the adoption of SFAS 157 to have a material impact on
its consolidated financial position, results of operations or cash flows.
Note 2. Earnings Per Share and ADS
The Company calculates earnings per share in accordance with Statement of
Financial Accounting Standards No. 128 ("SFAS 128"), "Earnings per Share." This
statement requires the presentation of basic and diluted earnings per share.
Basic earnings per share is calculated by dividing net income or loss by the
weighted-average number of Ordinary Shares outstanding during the applicable
period, excluding shares held by the ESOT and the ALOT which are regarded as
treasury stock for the purposes of this calculation. The Company has issued
employee share options, which are considered potential common stock under SFAS
128.
The Company has also issued Ordinary Share warrants to the Bank of Scotland
in connection with the Company's bank facility (now terminated), which are also
considered potential common stock under SFAS 128. Diluted earnings per share is
calculated by dividing net income by the weighted-average number of Ordinary
Shares outstanding during the applicable period as adjusted for these
potentially dilutive options and warrants which are determined based on the
"Treasury Stock Method." As the Company recorded a net loss for all of the three
and nine month periods ended September 30, 2006 and 2005, the calculations of
diluted loss per share for these periods do not include potentially dilutive
employee share options and warrants issued to the Bank of Scotland as they are
anti-dilutive and, if included, would have resulted in a reduction of the net
loss per share. If the Company had reported net income for both of the three
month periods ended September 30, 2006 and 2005, and for both of the nine month
periods ended September 30, 2006 and 2005, there would have been an additional
16,250, 52,000, 10,833 and 88,530 shares, respectively, included in the
calculations of diluted earnings per share for these periods.
12
BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
A reconciliation of the numerators and denominators for the basic and
diluted earnings (loss) per share calculations is as follows:
Three Months Ended Nine Months Ended
September 30, September 30,
---------------------- ----------------------
2006 2005 2006 2005
---------- ---------- ---------- ----------
(In thousands, except share,
per share and ADS amounts)
Loss from continuing operations................................... $ (558) $ (698) $ (2,302) $ (2,534)
Loss on discontinued operations................................... - - (1,000) -
---------- ---------- ---------- ----------
Net loss.......................................................... $ (558) $ (698) $ (3,302) $ (2,534)
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
Basic and diluted loss per share and ADS:
Weighted-average number of Ordinary Shares outstanding,
excluding shares held by the employee benefit trusts........... 50,916,692 50,916,692 50,916,692 50,916,692
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
Basic and diluted loss per share:
Continuing operations............................................. $ (0.01) $ (0.01) $ (0.05) $ (0.05)
Discontinued operations........................................... - - (0.02) -
---------- ---------- ---------- ----------
$ (0.01) $ (0.01) $ (0.07) $ (0.05)
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
Basic and diluted loss per ADS:
Continuing operations............................................. $ (0.11) $ (0.14) $ (0.45) $ (0.50)
Discontinued operations........................................... - - (0.20) -
---------- ---------- ---------- ----------
$ (0.11) $ (0.14) $ (0.65) $(0.50)
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
13
BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 3. Investments
The Group's investments consist of fixed maturity and equity securities.
Fixed maturity securities are classified as either available-for-sale or
held-to-maturity, and equity securities are classified as either trading or
available-for-sale. The investments are accounted for as follows:
i) available-for-sale securities are recorded at fair value, with changes
in unrealized gains and losses excluded from net income, but reported
net of applicable income taxes and adjustments to deferred policy
acquisition cost amortization as a separate component of accumulated
other comprehensive income;
ii) held-to-maturity securities are recorded at amortized cost unless
these securities become other-than-temporarily impaired; and
iii) trading securities are recorded at fair value with changes in
unrealized gains and losses included in net income.
When a quoted market price is available for a security, the Group uses this
price to determine fair value. If a quoted market price is not available for a
security, management estimates the security's fair value based on appropriate
valuation methodologies.
For a discussion of the Company's accounting policies with respect to the
determination of fair value of investments and other-than-temporary impairments,
see the section entitled "Critical Accounting Policies" in Part I, Item 2
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" below. The Group's private securities primarily consist of
convertible preferred stock holdings in technology companies. Management
periodically reviews financial information with respect to the issuers of equity
securities held by the Group. In addition, management maintains contact with the
management of these issuers through ongoing dialogue to examine the issuers'
future plans and prospects.
Fixed Maturity Securities
The Group's fixed maturity securities are comprised of U.S. and non-U.S.
corporate debt securities. Generally, quoted market prices are available for
these securities.
An analysis of fixed maturity securities is as follows:
September 30, 2006 December 31, 2005
------------------------------------------ ------------------------------------------
Gross Gross Estimated Gross Gross Estimated
Amortized Unrealized Unrealized Fair Amortized Unrealized Unrealized Fair
Cost Gains Losses Value Cost Gains Losses Value
--------- --------- --------- --------- --------- --------- --------- ---------
(In thousands)
Available-for-Sale:
Non-U.S. corporate
debt securities......... $ 9,646 $ - $ (9) $9,637 $ 8,500 $ 38 $ - $ 8,538
Corporate debt securities.. 5,008 1 (8) 5,001 5,309 - (18) 5,291
--------- --------- --------- --------- --------- --------- --------- ---------
14,654 1 (17) 14,638 13,809 38 (18) 13,829
--------- --------- --------- --------- --------- --------- --------- ---------
Held-to-Maturity:
Corporate debt securities.. 3,017 - (7) 3,010 7,011 - (29) 6,982
--------- --------- --------- --------- --------- --------- --------- ---------
3,017 - (7) 3,010 7,011 - (29) 6,982
--------- --------- --------- --------- --------- --------- --------- ---------
Total fixed maturity securities $ 17,671 $ 1 $ (24) $ 17,648 $ 20,820 $ 38 $ (47) $ 20,811
--------- --------- --------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- --------- --------- ---------
14
BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Investment Concentration and Risk
As of September 30, 2006, fixed maturity securities held by the Group
included investments in Cadbury Schweppes of $3,865,000, British Telecom of
$3,029,000, AOL Time Warner of $2,006,000, General Mills of $1,996,000, Tesco of
$1,872,000 and Scottish & Newcastle of $1,870,000. These six corporate issuers
each represented more than 10% of shareholders' equity as of September 30, 2006.
However, all of these bonds mature on or before June 26, 2007.
As of September 30, 2006, the Company's Jersey based life insurance
subsidiary, LPAL, owned 83% of the Group's $17.7 million in fixed maturity
securities and 100% of the Group's $0.8 million in available-for-sale private
equity securities. LPAL is a regulated insurance company, and as such it must
meet stringent capital adequacy requirements and it may not make any
distributions without the consent of LPAL's independent actuary. LPAL's
investments are therefore not currently available to fund the operations or
commitments of the Company or its other subsidiaries.
As of September 30, 2006, the Group held no fixed maturity securities
considered less than investment grade.
Note 4. Cash Held in Escrow
Cash held in escrow at December 31, 2005 consisted of $1.0 million of the
cash proceeds from the sale of London Pacific Advisors ("LPA") to SunGard
Business Systems Inc. ("SunGard") on June 5, 2003 which were held back to cover
any of the Group's indemnity obligations within the 18 month period following
the close of the transaction. The Company was made aware on March 8, 2005 of
SunGard's complaint with respect to alleged losses in an amount equal to at
least $7.2 million resulting from alleged breaches of representations and
warranties contained in the sale and purchase agreement. After consultation with
its legal advisors, the Group's management believed that this claim was without
merit and defended the matter vigorously. Accordingly, the Company did not make
any reserve against the $1.0 million in cash and accrued interest held in escrow
as of December 31, 2005. On August 9, 2006, the Company (and certain of its
subsidiaries) reached a settlement with SunGard on all outstanding litigation.
The Company and SunGard have dismissed all lawsuits against the other and both
parties have entered into a mutual general release. Under the terms of the
settlement, the Company will forego the $1.0 million escrow account, including
accrued interest. As such, the $1.0 million of cash held in escrow (and $56,000
of interest earned on the escrow account) was written off as of June 30, 2006.
The write-off of the $1.0 million original escrow amount has been shown as a
loss on discontinued operations, and the write-off of the $56,000 of interest
earned on the escrow account has been netted against investment income, in the
Company's consolidated statement of operations for the second quarter of 2006.
For further information, see Part II, Item 1 "Legal Proceedings" below.
15
BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 5. Other Assets
An analysis of other assets is as follows:
September 30, December 31,
2006 2005
------------- ------------
(In thousands)
Property, equipment and leasehold improvements, net............................... $ 17 $ 43
Prepayments....................................................................... 86 202
Receivables:
Due from broker................................................................ 79 -
Fee income receivable.......................................................... 111 84
Other receivables.............................................................. 25 25
Allowance for doubtful accounts................................................ (34) -
------------ ------------
Total other assets................................................................ $ 284 $ 354
------------ ------------
------------ ------------
Note 6. Commitments and Contingencies
As previously disclosed in the Company's 2002 to 2005 audited consolidated
financial statements, and notes thereto, included in the Company's Annual Report
on Form 10-K for each of those years, the Company's primary insurance company,
London Pacific Life & Annuity Company ("LPLA"), in August 2002 was placed under
regulatory control and rehabilitation based on LPLA's statutory capital and
surplus as of June 30, 2002. On July 9, 2004, a court order was issued approving
a plan of liquidation for LPLA and also approving exchange agreements which give
policyholders the option of exchanging their existing policies for new policies
in another insurance company. In the course of the administration of LPLA in
rehabilitation, the North Carolina Department of Insurance ("NCDOI") requested
information concerning the history of a limited number of investments in
securities of portfolio companies during November 2002. These portfolio
investments have been associated with LPLA for more than seven years, and
involve intercompany transfers. The history of their investment performance and
ownership is complex. The Company has complied with these requests. The Company
is not able at this time to predict what conclusions the NCDOI will reach after
evaluation of this information.
Guarantees
In November 2002, the FASB issued FASB Interpretation No. 45 ("FIN 45"),
"Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others - an interpretation of FASB
Statements No. 5, 57 and 107 and rescission of FASB Interpretation No. 34." The
following is a summary of the Company's agreements that the Company has
determined are within the scope of FIN 45.
Under its Memorandum and Articles of Association, the Company has agreed to
indemnify its officers and directors for certain events or occurrences arising
as a result of the officer or director serving in such capacity. The maximum
potential amount of future payments the Company could be required to make under
these indemnification agreements is unlimited. However, the Company maintains
directors and officers liability insurance that limits the Company's exposure
and enables it to recover a portion of any future amounts paid. As a result of
its insurance coverage, the Company believes the estimated fair value of these
indemnification agreements is minimal and has no liabilities recorded for these
agreements as of September 30, 2006.
16
BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The Company enters into indemnification provisions under its agreements
with other companies in its ordinary course of business, typically with business
partners, clients and landlords. Under these provisions, the Company generally
indemnifies and holds harmless the indemnified party for losses suffered or
incurred by the indemnified party as a result of the Company's activities. These
indemnification provisions sometime include indemnifications relating to
representations made by the Company with regard to intellectual property rights.
These indemnification provisions generally survive termination of the underlying
agreement. The maximum potential amount of future payments the Company could be
required to make under these indemnification provisions is unlimited. The
Company believes the estimated fair value of these agreements is minimal.
Accordingly, the Company has no liabilities recorded for these agreements as of
September 30, 2006.
Note 7. Business Segment and Geographical Information
The Company's reportable operating segments are classified according to its
businesses of venture capital and consulting, and life insurance and annuities.
Intercompany transfers between reportable operating segments are accounted
for at prices which are designed to be representative of unaffiliated third
party transactions.
Summary revenue and investment gain (loss) information by geographic
segment, based on the domicile of the Group company generating those revenues,
is as follows:
Three Months Ended Nine Months Ended
September 30, September 30,
---------------------- ----------------------
2006 2005 2006 2005
---------- ---------- ---------- ----------
(In thousands)
Jersey............................................................ $ 232 $ 295 $ 767 $ 926
Guernsey.......................................................... 21 31 76 77
United States..................................................... 204 179 592 578
---------- ---------- ---------- ----------
Consolidated revenues and net investment gains and
losses......................................................... $ 457 $ 505 $ 1,435 $ 1,581
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
17
BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Revenues and income (loss) for continuing operations before income tax
expense for the Company's reportable operating segments, based on management's
internal reporting structure, were as follows:
Three Months Ended Nine Months Ended
September 30, September 30,
---------------------- ----------------------
2006 2005 2006 2005
---------- ---------- ---------- ----------
(In thousands)
Revenues and net investment gains and losses:
Venture capital and consulting ................................... $ 153 $ 117 $ 483 $ 404
Life insurance and annuities ..................................... 222 293 745 906
---------- ---------- ---------- ----------
375 410 1,228 1,310
Reconciliation of segment amounts to consolidated amounts:
Interest and other fee income..................................... 82 95 207 271
---------- ---------- ---------- ----------
Consolidated revenues and net investment gains
and losses..................................................... $ 457 $ 505 $ 1,435 $ 1,581
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
Loss before income taxes:
Venture capital and consulting ................................... $ (164) $ (151) $ (337) $ (341)
Life insurance and annuities ..................................... (41) (65) (185) (610)
---------- ---------- ---------- ----------
(205) (216) (522) (951)
Reconciliation of segment amounts to consolidated amounts:
Interest and other fee income .................................... 82 95 207 271
Corporate expenses ............................................... (435) (577) (1,982) (1,846)
Interest expense.................................................. - - - (3)
---------- ---------- ---------- ----------
Consolidated loss from continuing operations
before income tax expense...................................... $ (558) $ (698) $ (2,297) $ (2,529)
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
18
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
As used herein, the terms "registrant," "Company," "we," "us" and "our"
refer to Berkeley Technology Limited. Except as the context otherwise requires,
the term "Group" refers collectively to the registrant and its subsidiaries.
This Management's Discussion and Analysis of Financial Condition and
Results of Operations should be read in conjunction with the unaudited condensed
consolidated financial statements, and the notes thereto, included in this
quarterly report, and the December 31, 2005 audited consolidated financial
statements, and the notes thereto, included in our 2005 Annual Report on Form
10-K filed with the SEC on March 30, 2006. The unaudited condensed consolidated
financial statements are prepared in accordance with U.S. GAAP. This item should
also be read in conjunction with the "Forward-Looking Statements and Factors
That May Affect Future Results" which are set forth below and in our other
filings with the SEC.
Forward-Looking Statements and Factors That May Affect Future Results
This Management's Discussion and Analysis of Financial Condition and
Results of Operations and other sections of this report contain forward-looking
statements within the meaning of Section 21E of the Securities Exchange Act of
1934, as amended. Such forward-looking statements are based on current
expectations, estimates, forecasts and projections about the industries in which
we operate, management's current beliefs and assumptions made by management.
Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks,"
"estimates," "goals," variations of such words and similar expressions are
intended to identify such forward-looking statements. These statements are not
guarantees of future performance and involve certain risks, uncertainties and
assumptions that are difficult to predict. Future outcomes and results may
differ materially from what is expressed or forecasted in such forward-looking
statements. We undertake no obligation to update any forward-looking statements,
whether as a result of new information, future developments or otherwise.
Factors that could cause or contribute to deviations from the
forward-looking statements include those discussed in this section, elsewhere in
this report and in our other filings with the SEC. The factors include, but are
not limited to, (i) the risks described in Item 3 "Quantitative and Qualitative
Disclosures About Market Risk," (ii) variations in demand for our products and
services, (iii) the success of our new products and services, (iv) significant
changes in net cash flows in or out of our businesses, (v) fluctuations in the
performance of debt and equity markets worldwide, (vi) the enactment of adverse
state, federal or foreign regulation or changes in government policy or
regulation (including accounting standards) affecting our operations, (vii) the
effect of economic conditions and interest rates in the U.S., the U.K. or
internationally, (viii) the ability of our subsidiaries to compete in their
respective businesses, (ix) our ability to attract and retain key personnel, and
(x) actions by governmental authorities that regulate our businesses, including
insurance commissions.
19
RESULTS OF OPERATIONS BY BUSINESS SEGMENT
Venture Capital and Consulting
Certain information regarding our venture capital and consulting segment's
results of operations is as follows:
Three Months Ended Nine Months Ended
September 30, September 30,
---------------------- ----------------------
2006 2005 2006 2005
---------- ---------- ---------- ----------
(In thousands)
Revenues and net investment gains (losses):
Consulting fees................................................... $ 159 $ 101 $ 465 $ 416
Change in net unrealized investment gains and losses on
trading securities............................................. (6) 16 18 (12)
---------- ---------- ---------- ----------
Total revenues and net investment gains (losses).................. 153 117 483 404
Operating expenses................................................ 317 268 820 745
---------- ---------- ---------- ----------
Loss from continuing operations before income
tax expense................................................... $ (164) $ (151) $ (337) $ (341)
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
Third quarter of 2006 compared to third quarter of 2005
In the third quarter of 2006, the venture capital and consulting segment
contributed a loss before income taxes of $164,000 to our overall loss from
continuing operations before income taxes, compared to a loss before income
taxes of $151,000 in the third quarter of 2005.
The venture capital and consulting segment earned consulting fees of
$159,000 during the third quarter of 2006 compared to $101,000 in the third
quarter of 2005, by advising Silicon Valley telecommunications equipment
companies in dealing with large incumbent European and Japanese
telecommunications companies. BICC's objective is to use consulting revenues to
finance the development of large telecommunications company relationships, which
will eventually lead to equity based transactions, with fees or direct
investment opportunities for the Group. There is also the possibility of new
venture funds raised in partnership with international sources of capital
leading to management fees and carried interests.
Operating expenses in this segment continued to exceed consulting fee
revenues in the third quarter of 2006.
In prior years, this segment's results were significantly impacted by
fluctuations in the market value of its portfolio of listed equity securities.
As of the end of the third quarter of 2006, all listed equity investments have
been sold, and our results will no longer be impact by equity market volatility.
First nine months of 2006 compared to first nine months of 2005
In both the first nine months of 2006 and the first nine months of 2005,
the venture capital and consulting segment contributed a loss before income
taxes of $0.3 million to our overall loss from continuing operations before
income taxes. Consulting fee revenues increased slightly in the current period,
however, operating expenses also increased in the first nine months of 2006
compared to the first nine months of 2005, primarily due to a $0.1 million
non-recurring insurance claim reimbursement in the second quarter of 2005.
In prior years, this segment's results were significantly impacted by
fluctuations in the market value of its portfolio of listed equity securities.
As of the end of the third quarter of 2006, all listed equity investments have
been sold, and our results will no longer be impact by equity market volatility.
20
Life Insurance and Annuities
Certain information regarding our life insurance and annuities segment's
results of operations is as follows:
Three Months Ended Nine Months Ended
September 30, September 30,
---------------------- ----------------------
2006 2005 2006 2005
---------- ---------- ---------- ----------
(In thousands)
Revenues and net investment gains (losses):
Investment income................................................. $ 222 $ 292 $ 743 $ 927
Insurance policy charges.......................................... - 1 2 4
Net realized investment losses.................................... - - - (43)
Change in net unrealized investment gains and losses on
trading securities............................................. - - - 18
---------- ---------- ---------- ----------
Total revenues and net investment gains (losses).................. 222 293 745 906
Expenses:
Amounts credited on insurance policyholder accounts............... 95 222 402 779
General and administrative expenses............................... 168 136 528 737
---------- ---------- ---------- ----------
Total expenses.................................................... 263 358 930 1,516
---------- ---------- ---------- ----------
Loss from continuing operations
before income tax expense..................................... $ (41) $ (65) $ (185) $ (610)
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
As previously disclosed in our 2002 through 2005 Annual Reports on Form
10-K, on July 2, 2002, we announced that LPAL would discontinue writing new
policies effective immediately. The decision to discontinue the issuance of new
policies was made to avoid the increased capital requirements created by
additional policyholder liabilities. Subsequent to this announcement, LPAL
policy surrenders increased substantially. Approximately 96% of LPAL's $140.2
million in policyholder liabilities as of June 30, 2002 have been surrendered or
have matured as of September 30, 2006. Policyholder liabilities as of September
30, 2006 were $6.3 million. Almost all of the surrenders since June 30, 2002
occurred in the second half of 2002; most of the decrease in policyholder
liabilities since the end of 2002 is attributable to policy maturities.
LPAL now focuses on managing the remaining block of policyholder
liabilities. There are no plans currently to write new policies.
Third quarter of 2006 compared to third quarter of 2005
In the third quarter of 2006, LPAL contributed a loss before income taxes
of $41,000 to our overall loss from continuing operations before income taxes,
compared to a loss of $65,000 in the third quarter of 2005.
The spread between investment income and amounts credited to policyholders
improved during the third quarter of 2006 compared to the third quarter of 2005,
from $70,000 to $127,000. Interest credited on policyholder accounts decreased
by $127,000 to $95,000 in the third quarter of 2006, compared with the third
quarter of 2005. This decrease was primarily due to policy maturities since the
third quarter of 2005. The average rate credited to policyholders was 4.7%
during the third quarter of 2006, compared with 5.5% in the third quarter of
2005. Interest income on investments fell by $70,000 to $222,000 in the third
quarter of 2006, compared to the third quarter of 2005, primarily due to the
decline in LPAL's corporate bond investments which was consistent with the
decline in its policyholder liabilities over the period. The level of corporate
bonds held by LPAL decreased from $16.5 million at September 30, 2005 to $14.6
million at September 30, 2006.
Total invested assets decreased to $17.2 million as of September 30, 2006,
compared with $20.2 million as of June 30, 2006 primarily due to policyholder
benefits paid of $3.2 million during the third quarter of 2006.
21
On total average invested assets in the third quarter of 2006, the average
annualized net return was 4.9%, compared with 4.3% in the third quarter of 2005.
Policyholder liabilities as of September 30, 2006 were $6.3 million of
which $3.2 million is scheduled to mature during the remaining three months of
2006. The maturity profile of LPAL's corporate bond portfolio has been
structured to match approximately the maturity profile of LPAL's policies. In
the absence of significant redemptions, policyholder liabilities are projected
to be approximately $3.2 million at the end of 2006.
General and administrative expenses increased by $32,000 in the third
quarter of 2006 compared to the third quarter of 2005 primarily due to the
partial allocation of corporate insurance expense to this segment since the
fourth quarter of 2005.
First nine months of 2006 compared to first nine months of 2005
In the first nine months of 2006, LPAL contributed a loss before income
taxes of $0.2 million to our overall loss from continuing operations before
income taxes, compared to a loss before income taxes of $0.6 million in the
first nine months of 2005. In the first nine months of 2006, the spread between
investment income and amounts credited to policyholders increased by $0.2
million; and general and administrative expenses decreased by $0.2 million, each
as compared to the first nine months of 2005.
The spread between investment income and amounts credited to policyholders
improved during the first nine months of 2006 compared to the first nine months
of 2005, from $148,000 to $341,000. Interest credited on policyholder accounts
decreased by $377,000 to $0.4 million in the first nine months of 2006, compared
with the first nine months of 2005. This decrease was primarily due to policy
maturities since the end of the third quarter of 2005. The average rate credited
to policyholders was 5.1% during the first nine months of 2006, compared with
5.7% during the first nine months of 2005. Interest income on investments
decreased by $0.2 million to $0.7 million in the first nine months of 2006
compared to the first nine months of 2005, primarily due to the decline in
LPAL's corporate bond investments which was consistent with the decline in its
policyholder liabilities over the period.
There were no net investment gains or losses in the first nine months of
2006, compared with net investment losses of $25,000 in the first nine months of
2005. During 2004, LPAL held significant levels of listed equity securities,
causing LPAL's results to be impacted by equity market volatility. By the end of
January 2005, LPAL sold all of its listed equity securities and as such, LPAL's
equity market risk has been reduced significantly.
Total invested assets decreased to $17.2 million as of September 30, 2006,
compared with $24.7 million as of December 31, 2005 primarily due to
policyholder benefits paid of $8.7 million during the first nine months of 2006.
On total average invested assets in the first nine months of 2006, the average
annualized net return was 4.5%, compared with 4.1% in the first nine months of
2005.
Policyholder liabilities as of September 30, 2006 were $6.3 million of
which $3.2 million is scheduled to mature during the remaining three months of
2006. The maturity profile of LPAL's corporate bond portfolio has been
structured to match approximately the maturity profile of LPAL's policies. In
the absence of significant redemptions, policyholder liabilities are projected
to be approximately $3.2 million at the end of 2006.
Included in general and administrative expenses for the first nine months
of 2005 are $293,000 of employee severance costs. In order to reduce operating
costs and to conserve cash, and in light of the decrease in the size of LPAL's
operations, LPAL reduced its staff in January 2005. Excluding the $293,000 of
employee severance costs, general and administrative expenses for the first nine
months of 2005 were $444,000, compared to $528,000 for the first nine months of
2006. This $84,000 increase was due primarily to corporate insurance costs which
have been partially allocated to the life insurance and annuities segment since
the fourth quarter of 2005.
22
Corporate and Other
Third quarter of 2006 compared to third quarter of 2005
Corporate expenses decreased by $0.1 million to $0.4 million in the third
quarter of 2006, compared to the third quarter of 2005. This decrease was due
primarily to a $0.1 million reduction in legal expenses related to the SunGard
matter as described below in Part II, Item 1, "Legal Proceedings."
First nine months of 2006 compared to first nine months of 2005
Corporate expenses increased by $0.1 million to $2.0 million in the first
nine months of 2006, compared to the first nine months of 2005. This increase
was due primarily to $0.2 million of losses associated with the sublease of our
Jersey office and $54,000 of SFAS 123R compensation expense, which were
partially offset by lower corporate insurance costs due to their partial
allocation to the life insurance and annuities segment from the fourth quarter
of 2005.
The amount of interest we earned (excluding the life insurance and
annuities segment) decreased by $63,000 to $0.2 million in the first nine months
of 2006, compared to the first nine months of 2005. This decrease was due
primarily to the write-off of interest earned on the cash held in escrow (see
Note 4 "Cash Held in Escrow" to our Unaudited Condensed Consolidated Financial
Statements).
Consolidated Loss from Continuing Operations Before Income Tax Expense
Third quarter of 2006 compared to third quarter of 2005
Our consolidated loss from continuing operations before income tax expense
was $0.6 million in the third quarter of 2006, compared to a loss before income
tax expense of $0.7 million in the third quarter of 2005. This lower loss was
due primarily to a decline in operating expenses of $61,000 (primarily lower
legal expenses related to the SunGard matter as discussed above), an increase in
consulting fee income of $58,000 and an increase in the spread between
investment income and amounts credited to policyholders of $44,000.
As we no longer hold listed equity securities, our results are no longer
impacted by equity market volatility.
We continue to pursue opportunities to grow the business in the future,
however, there is no guarantee that we will be successful in redeveloping our
venture capital and consulting operations.
First nine months of 2006 compared to first nine months of 2005
Our consolidated loss from continuing operations before income tax expense
was $2.3 million in the first nine months of 2006, compared to a loss of $2.5
million in the first nine months of 2005. This lower loss was due primarily to
higher net investment income after amounts credited on insurance policyholder
accounts of $130,000, net investment gains of $18,000 in the first nine months
of 2006 compared to net investment losses of $37,000 in the first nine months of
2005, and an increase in consulting fee revenues of $48,000.
Income Taxes
We are subject to taxation on our income in all countries in which we
operate based upon the taxable income arising in each country. However, realized
gains on certain investments are exempt from Jersey and Guernsey taxation. We
are subject to income tax in Jersey at a rate of 20%. In the United States, we
are subject to both federal and California taxes at rates up to 34% and 8.84%,
respectively.
23
Third quarter of 2006 compared to third quarter of 2005
We had no tax expense and recorded no tax benefits in the third quarter of
2006, though we had a $0.6 million loss before income taxes. Although $0.3
million of losses were contributed by our Jersey and Guernsey operations during
the third quarter of 2006, we did not recognize any tax benefits due to the
uncertainty surrounding their recovery before expiry. Losses of $0.3 million
were contributed by our U.S. subsidiaries during the period; however, we did not
recognize any U.S. tax benefits due to the 100% valuation allowances that we
have provided for all deferred tax assets.
First nine months of 2006 compared to first nine months of 2005
We recorded only $5,000 of tax expense in the first nine months of 2006,
related to minimum California taxes. While losses of $1.1 million were
contributed by our Jersey and Guernsey operations during the period, we did not
recognize any tax benefits due to the uncertainty surrounding their recovery
before expiry. Losses of $1.1 million were contributed by our U.S. subsidiaries
during the period; however, we did not recognize any U.S. tax benefits due to
the 100% valuation allowances that we have provided for all deferred tax assets.
Discontinued Operations
First nine months of 2006 compared to first nine months of 2005
The $1.0 million loss on discontinued operations recorded in the second
quarter of 2006 resulted from the write-off of the $1.0 million of cash held in
escrow which was part of the proceeds from the sale of LPA in June 2003 held
back to cover any of the Group's indemnity obligations (see Note 4 "Cash Held in
Escrow" of the Unaudited Condensed Consolidated Financial Statements above and
Part II, Item 1 "Legal Proceedings" below.)
CRITICAL ACCOUNTING POLICIES
Management has identified those accounting policies that are most important
to the accurate portrayal of our financial condition and results of operations
and that require management's most complex or subjective judgments, often as a
result of the need to make estimates about the effect of matters that are
inherently uncertain. These most critical accounting policies pertain to our
investments, life insurance policy liabilities and contingent liabilities. These
critical accounting policies are described below.
Determination of Fair Values of Investments
When a quoted market price is available for a security, we use this price
in the determination of fair value. If a quoted market price is not available
for a security, management estimates the security's fair value based on
valuation methodologies as described below.
We hold investments in privately held equity securities, primarily
convertible preferred stock in venture capital companies doing business in
various segments of technology industries. Venture capital investing entails
making investments in companies that are developing products or services for
large emerging markets with the belief that these investments will yield
superior returns if these companies are successful. These investments are
normally held for a number of years. When we make these investments, most of the
companies are still developing the products they intend to bring to market or
are in the early stages of product sales. Venture capital companies are net
consumers of cash and often dependent upon additional financing to execute their
business plans. These investments involve substantial risk and the companies
generally lack meaningful historical financial results used in traditional
valuation models. The process of pricing these securities range from fierce
competitive bidding between financial institutions to existing investors
negotiating prices with the company without outside investor validation.
Investments in convertible preferred stock come with rights that vary
dramatically both from company to company and between rounds of financing within
the same company. These rights, such as anti-dilution, redemption, liquidation
preferences and participation, bear
24
directly on the price an investor is willing to pay for a security. The returns
on these investments are generally realized through an initial public offering
of the company's shares or, more commonly, through the company's acquisition by
a public company.
One of the factors affecting fair value is the amount of time before a
company requires additional financing to support its operations. Management
believes that companies that are financed to the estimated point of operational
profitability or for a period greater than one year will most likely return
value to the investor through an acquisition between a willing buyer and seller,
as the company does not need to seek financing from an opportunistic investor or
insider in an adverse investment environment. If a particular company needs
capital in the near term, management considers a range of factors in its fair
value analysis, including our ability to recover our investment through
surviving liquidation preferences. Management's valuation methodologies also
include fundamental analysis that evaluates the investee company's progress in
developing products, building intellectual property portfolios and securing
customer relationships, as well as overall industry conditions, conditions in
and prospects for the investee's geographic region, and overall equity market
conditions. This is combined with analysis of comparable acquisition
transactions and values to determine if the security's liquidation preferences
will ensure full recovery of our investment in a likely acquisition outcome. In
its valuation analysis, management also considers the most recent transaction in
a company's shares.
The determination of fair values of investments requires the application of
significant judgment. It is possible that the factors evaluated by management
and fair values will change in subsequent periods, especially with respect to
our privately held equity securities in technology companies, resulting in
material impairment charges in future periods.
Other-than-temporary Impairments
Management performs an ongoing review of all investments in the portfolio
to determine if there are any declines in fair value that are
other-than-temporary.
Since our listed equity securities are classified as trading securities,
impairment adjustments are not required as any change in the market value of
these securities between reporting periods is included in earnings.
In relation to our equity securities that do not have a readily
determinable fair value and are classified as available-for-sale, factors we
consider in impairment reviews include: (i) the length of time and extent to
which estimated fair values have been below cost and the reasons for the
decline, (ii) the investee's recent financial performance and condition,
earnings trends and future prospects, (iii) the market condition of either the
investee's geographic area or industry as a whole, and (iv) concerns regarding
the investee's ability to continue as a going concern (such as the inability to
obtain additional financing). If the evidence supports that a decline in fair
value is other-than-temporary, then the investment is reduced to its estimated
fair value, which becomes its new cost basis, and a realized loss is reflected
in earnings.
We determine that a fixed maturity security is impaired when it is probable
that we will not be able to collect amounts due (principal and interest)
according to the security's contractual terms. We make this determination by
considering all available facts and circumstances, including our intent and
ability to continue to hold the investment to maturity. The factors we consider
include: (i) the length of time and extent to which the market values have been
below amortized cost and the reasons for the decline, (ii) the issuer's recent
financial performance and condition, earnings trends and future prospects in the
near to mid-term, (iii) changes in the issuer's debt rating and/or regulatory
actions or other events that may effect the issuer's operations, (iv) the market
condition of either the issuer's geographic area or industry as a whole, and (v)
factors that raise doubt about the issuer's ability to continue as a going
concern. If the evidence supports that a decline in fair value is
other-than-temporary, then the fixed maturity security is written down to its
quoted market value, if such a value is available. If a readily determinable
fair value does not exist, then the fixed maturity security is written down to
management's estimate of its fair value, which is based on the valuation
methodologies described above. Write-downs are recorded as realized losses and
included in earnings.
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The evaluations for other-than-temporary impairments require the
application of significant judgment. It is possible that the impairment factors
evaluated by management and fair values will change in subsequent periods,
especially with respect to privately held equity securities in technology
companies, resulting in material impairment charges in future periods.
Life Insurance Policy Liabilities
We account for life insurance policy liabilities in accordance with
Statement of Financial Accounting Standards No. 97, "Accounting and Reporting by
Insurance Enterprises for Certain Long-Duration Contracts and for Realized Gains
and Losses from the Sale of Investments." We account for life insurance policy
liabilities for deferred annuities as investment-type insurance products and we
record these liabilities at accumulated value (premiums received, plus accrued
interest to the balance sheet date, less withdrawals and assessed fees).
Contingent Liabilities
As discussed in Note 6 to our Unaudited Condensed Consolidated Financial
Statements, we are involved in various matters that may or may not result in a
loss to the Group. We account for contingent liabilities in accordance with
Statement of Financial Accounting Standards No. 5, "Accounting for
Contingencies." As such, in situations where we believe that a loss is probable
and where we can reasonably estimate the amount of the loss, we will recognize
that estimated loss in our financial statements. Because of the uncertainties
that exist, we cannot predict the outcome of the pending matters with certainty.
Actual results may differ from our estimates, and the ultimate outcome of these
matters could have a significant impact on our results of operations and
financial position.
LIQUIDITY AND CAPITAL RESOURCES
Our cash and cash equivalents decreased during the first nine months of
2006 by $6.0 million to $4.1 million. This decrease in cash and cash equivalents
primarily resulted from $0.9 million and $8.7 million of cash used in operating
activities and financing activities, respectively, partially offset by $3.6
million provided by investing activities. Cash used in financing activities
related to insurance policyholder benefits paid by LPAL. Cash used in operating
activities primarily resulted from the $2.3 million operating loss from
continuing operations for the first nine months of 2006, partially offset by an
increase in accrued expenses, a decrease in accrued investment income and the
sale of trading securities. Cash provided by investing activities primarily
related to the maturity of fixed maturity securities held by the Group and LPAL,
partially offset by the purchase of fixed maturity securities by LPAL and the
Group. As of September 30, 2006, our cash and cash equivalents, excluding the
amount held by LPAL, amounted to $2.7 million, an increase of $2.2 million from
December 31, 2005. We reinvested $3.0 million of the $7.0 million proceeds from
the corporate bonds that matured during the first nine months of 2006 and
received $0.1 million from the sale of our remaining listed equities. The $3.0
million in corporate bonds will mature on or before June 26, 2007.
Shareholders' equity decreased during the first nine months of 2006 by $3.3
million from $19.6 million at December 31, 2005 to $16.3 million at September
30, 2006, primarily due to the net loss for the period of $3.3 million. As of
September 30, 2006 and December 31, 2005, $62.6 million of our Ordinary Shares,
at cost, held by the employee benefit trusts have been netted against
shareholders' equity.
As discussed above in "Results of Operations by Business Segment - Life
Insurance and Annuities," LPAL discontinued issuing new policies in July 2002.
During the first nine months of 2006, LPAL continued to service its existing
policyholders. During this period, policy surrenders totaled $0.2 million and
policy maturities totaled $8.4 million. Policyholder liabilities were $6.3
million as of September 30, 2006, compared to $13.6 million as of December 31,
2005. We do not expect significant surrender activity during the remaining three
months of 2006; however, approximately $3.2 million of policyholder liabilities
are scheduled to mature during this period. LPAL has sufficient liquid resources
to fund these maturities. As of September 30, 2006, LPAL had cash of $1.4
million, accrued interest receivable of $0.4 million and corporate bonds of
$14.6 million.
26
In prior years, LPAL held listed equity securities at levels such that
fluctuations in the market value of these listed equity securities could have
had a significant impact on LPAL's statutory capital level. Following the sale
of LPAL's remaining listed equity holdings in January 2005, fluctuations in the
market value of LPAL's listed equity securities no longer have an impact on
LPAL's required statutory capital level.
As of September 30, 2006, we had no bank borrowings, guarantee obligations,
material commitments outstanding for capital expenditures or additional funding
for private equity portfolio companies.
As of September 30, 2006, we had $2.7 million of cash and cash equivalents
and $3.0 million in short-term bonds, excluding cash and bonds held by our life
insurance and annuities segment. We believe that this cash balance and the bond
maturity proceeds are sufficient to fund our operations (venture capital and
corporate activities) over at least the next 12 months.
In order to reduce operating costs and to conserve cash, and in light of
the decrease in the size and complexity of our continuing operations, we reduced
our staffing levels in early 2005. After the payment of all related employee
severance costs in 2005, the impact of the staff cost reductions is now being
fully realized during 2006. We implemented other cost reductions during 2005 and
are continuing to implement further cost reductions in 2006, including the
sublease of our Jersey office space for the remainder of our lease term,
effective from June 2006.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The nature of our businesses exposes us to market risk. Market risk is the
risk of loss that may occur when changes in interest rates and public equity
prices adversely affect the value of invested assets.
Interest Rate Risk
LPAL is subject to risk from interest rate fluctuations when payments due
to policyholders are not matched in respect of amount and duration with income
from investments. LPAL attempts to minimize this risk by ensuring that payments
and income are matched as closely as possible while also maximizing investment
returns. LPAL has not used derivative financial instruments as part of its
investment strategy.
For LPAL's business, the amount of policyholder liabilities is unaffected
by changes in interest rates. Given the existing policy and bond maturity
profiles, and that bonds will generally be held to maturity and early policy
redemptions are protected by a market value adjustment and surrender penalty,
the bonds and policies carry minimal interest rate risk.
Interest income earned on cash and cash equivalents in LPAL and in the
remainder of the Group is expected to be less than $0.1 million during the
remainder of 2006, therefore movements in market interest rates should not have
a material impact on our consolidated results.
Equity Price Risk
In prior years, we held levels of listed equity securities which exposed us
to significant equity price risk and resulting volatility in our reported
earnings. By the end of September 2006, we sold all of our listed equity
holdings and thus we are no longer exposed to equity price risk on listed equity
securities.
As of September 30, 2006, we held $0.8 million in private corporate equity
securities of technology companies for which liquid markets do not exist.
Private equity prices do not fluctuate directly with public equity markets, but
significant market movements may trigger a review for other-than-temporary
adjustment of the carrying values of our private equity securities. The risks
inherent in these private equity investments relate primarily to the viability
of the investee companies. We try to mitigate these risks in various ways,
including performing extensive due diligence prior to making an investment, and
regularly reviewing the progress of the investee companies.
27
Item 4. CONTROLS AND PROCEDURES
We maintain disclosure controls and procedures designed to ensure that
information required to be disclosed in our filings under the Securities
Exchange Act of 1934, as amended, is recorded, processed, summarized and
reported within the periods specified in the rules and forms of the SEC. Such
information is accumulated and communicated to our management, including our
chief executive officer and chief financial officer, as appropriate, to allow
timely decisions regarding required disclosure. Our management, including the
chief executive officer and the chief financial officer, recognizes that any set
of controls and procedures, no matter how well designed and operated, can
provide only reasonable assurance of achieving the desired control objectives.
As of the end of the period covered by this quarterly report on Form 10-Q,
we carried out an evaluation, under the supervision and with the participation
of our management, including our chief executive officer and chief financial
officer, of the effectiveness of the design and operation of our disclosure
controls and procedures. Based on such evaluation, our chief executive officer
and chief financial officer concluded that our disclosure controls and
procedures were effective as of the end of the period covered by the quarterly
report on Form 10-Q.
There were no changes in our internal controls over financial reporting
during the quarter ended September 30, 2006 that materially affected, or that
could reasonably likely materially affect, our internal controls over financial
reporting.
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
On February 17, 2005, SunGard Business Systems Inc. ("SunGard") filed a
lawsuit in the U.S. District Court in Philadelphia against the Company and
certain of its subsidiaries. This lawsuit was later dismissed, but re-filed in
the court of Common Pleas, Chester County, Pennsylvania. SunGard's complaint
alleged losses in an amount equal to at least $7.2 million resulting from
alleged breaches of representations and warranties contained in the May 2003
agreement governing the sale to SunGard of London Pacific Advisors, our
financial advisory services business.
On April 27, 2005, we filed a lawsuit against SunGard and certain of its
affiliates in California Superior Court in San Francisco accusing SunGard of
wrongful conduct and seeking payment of $1.0 million of the initial purchase
consideration which was held in an escrow account, up to $8.0 million in
additional earnout payments, and further damages for SunGard's prior wrongful
actions. We also asked the Court to award us compensatory, exemplary and
punitive damages.
During the remainder of 2005 and through mid-2006, we and SunGard filed
various motions, appeals and amendments to complaints in response to various
court decisions. These were described in our Form 10-Q for the second quarter of
2006 filed with the SEC on August 11, 2006.
On August 9, 2006, we and SunGard entered into a settlement agreement
covering all of the above actions. We, and SunGard, have dismissed all lawsuits
against the other, and we have entered into a mutual general release. Under the
terms of the settlement, we will forego the $1.0 million escrow account,
including accrued interest on the account. Accordingly, we wrote-off the $1.0
million of cash held in escrow (and accrued interest) as of June 30, 2006. While
we continue to believe that SunGard's claims against us have no merit, the
prospect of significantly escalating legal costs and a probable long horizon
(including any appeals) to resolution of our claims against SunGard caused us to
conclude that settlement on the terms agreed was in the Company's best
interests.
Costs relating to the above matters were recognized in our statement of
operations as they were incurred.
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Item 1A. RISK FACTORS
There are no material changes from the risk factors as previously disclosed
in our Form 10-K for the year ended December 31, 2005 in response to Item 1A to
Part I of Form 10-K.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On August 31, 2006, we held our annual general meeting of the shareholders
where the following matters were submitted to a vote and approved:
(1) To receive the report of the directors and the financial statements
for the year ended December 31, 2005, together with the report of the
independent auditors thereon; votes received for: 37,707,527, against:
154,305. There were 39,018 abstentions.
(2) For the re-election of one director, Harold E. Hughes, Jr.: votes
received for: 37,583,744, against: 288,046. There were 22,060
abstentions. Directors whose term of office continued, and who were
not up for re-election at this annual general meeting, include Mr.
Arthur I. Trueger, Mr. Victor A. Hebert and The Viscount Trenchard.
(3) To re-appoint BDO Stoy Hayward, LLP and BDO Seidman, LLP as
independent auditors of the Company and to authorize the directors to
fix their remuneration; votes received for: 37,760,494, against:
120,826. There were 19,530 abstentions.
Item 6. EXHIBITS
The following exhibits are filed herewith:
Exhibit
Number Description
- ------- -----------------
31.1 Certification by the Company's Executive Chairman pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
31.2 Certification by the Company's Chief Financial Officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
32.1 Certification by the Company's Executive Chairman pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
32.2 Certification by the Company's Chief Financial Officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
29
SIGNATURE
Pursuant to the requirements 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.
BERKELEY TECHNOLOGY LIMITED
(Registrant)
Date: November 14, 2006 By: /s/ Ian K. Whitehead
Ian K. Whitehead
Chief Financial Officer
(Principal Financial and Accounting
Officer and Duly Authorized Officer
of the Registrant)
30
BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES
EXHIBIT INDEX FOR THE QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 2006
Exhibit
Number Description
- ------- -----------------
31.1 Certification by the Company's Executive Chairman pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
31.2 Certification by the Company's Chief Financial Officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
32.1 Certification by the Company's Executive Chairman pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
32.2 Certification by the Company's Chief Financial Officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
31