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 09, 2008
Berkeley Technology Limited
(Exact Name of Registrant as Specified in its Articles)
----------------------
0-21874
(Commission File Number)
Jersey, Channel Islands Not applicable
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation)
4 Wests Centre
Bath Street
St. Helier
Jersey
Channel Islands
JE2 4ST
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 9, 2008
Berkeley Technology Limited
Financial Results
For the Quarter Ended
March 31, 2008
London, May 9, 2008 - Berkeley Technology Limited (OTCBB: BKLYY.PK, London:
BEK.L) (the "Company") is an international venture capital and consulting firm
with a focus on Silicon Valley technology companies.
The Company today reported financial results for the quarter ended March 31,
2008. The Company's consolidated net loss, computed in accordance with U.S.
generally accepted accounting principles ("U.S. GAAP"), for the quarter ended
March 31, 2008, was $(0.4) million, or $(0.01) per diluted share and $(0.09) per
diluted ADR, compared with consolidated net income of $0.7 million, or $0.01 per
diluted share and $0.13 per diluted ADR, for the quarter ended March 31, 2007.
A $0.9 million decrease in realized investment gains, a $0.1 million reduction
in consulting fee income and a $0.1 million decline in investment income due to
lower interest rates and insurance policy maturities contributed to the net loss
for the quarter. During the quarter, we received a further $0.3 million payment
representing the final distribution from the WorldCom, Inc. securities
litigation. Along with the $1.2 million received in January 2007, this recovers
part of the realized loss recorded by London Pacific Assurance Limited ("LPAL")
on its WorldCom bonds in 2002.
Our intention is to continue managing the Company to create value for our
shareholders. We believe that our long history of successfully investing in
Silicon Valley technology companies positions us well to create value by
acquiring equity positions in promising private companies. We back entrepreneurs
directly with our own capital or by coinvesting with clients, or, in certain
cases, we may benefit from investments made by clients if their investments are
successful. In 2007, we established several new equity positions, through direct
investment and through equity rights received as part of our consulting
activities. We use our consulting relationships in part to generate fees that
cover operating expenses. The level of consulting fees is expected to be
volatile depending on the nature and extent of our work at any point in time.
*****
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, 2008
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 ADS amounts
Three Months Ended
March 31,
-------------------------
2008 2007
........... ..........
Revenues:
Consulting fee income $ 114 $ 205
Investment income 121 231
Realized investment gains 270 1,198
........... ...........
505 1,634
Expenses:
Operating expenses 950 924
Amounts credited on insurance policyholder accounts 1 30
........... ...........
951 954
........... ...........
Income (loss) before income tax expense (446) 680
Income tax expense 2 2
........... ...........
Net income (loss) $ (448) $ 678
........... ...........
........... ...........
Basic and diluted earnings (loss) per share: $ (0.01) $ 0.01
........... ...........
........... ...........
Basic and diluted earnings (loss) per ADS: $ (0.09) $ 0.13
........... ...........
........... ...........
Berkeley Technology Limited
Condensed Consolidated Balance Sheets
Under U.S. GAAP (unaudited)
In thousands, except share amounts
March 31, December 31,
2008 2007
........... ...........
ASSETS
Current assets:
Cash and cash equivalents $ 14,124(1) $ 14,568
Accounts receivable, less allowances of $34 as of March 31, 2008
and December 31, 2007 443 423
Interest receivable 9 14
Prepaid expenses and deposits 120 164
........... ...........
Total current assets 14,696 15,169
Private equity investments (at lower of cost or estimated fair value) 1,984(1) 1,984
Property and equipment, net of accumulated depreciation of $173 and $175
as of March 31, 2008 and December 31, 2007 14 14
........... ...........
Total assets $ 16,694 $ 17,167
........... ...........
........... ...........
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 499 $ 547
Policyholder liabilities (due in less than one year) 129 46
........... ...........
Total current liabilities 628 593
Policyholder liabilities (due in more than one year) 13 95
........... ...........
Total liabilities 641 688
........... ...........
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, 2008
and December 31, 2007 3,222 3,222
Additional paid-in capital 67,811 67,789
Retained earnings 8,017 8,465
Employee benefit trusts, at cost (13,522,381 shares as of
March 31, 2008 and December 31, 2007) (62,598) (62,598)
Accumulated other comprehensive loss (399) (399)
........... ...........
Total shareholders' equity 16,053 16,479
........... ...........
Total liabilities and shareholders' equity $ 16,694 $ 17,167
........... ...........
........... ...........
<FN>
(1) Includes $1,844 of investments and $10,600 of cash and cash equivalents in the Company's insurance
subsidiary (LPAL) which are not currently available to fund the operations or commitments of the
Company or its other subsidiaries.
</FN>
Berkeley Technology Limited
Condensed Consolidated Statements of Cash Flows
Under U.S. GAAP (unaudited)
In thousands
Three Months Ended
March 31,
..........................
2008 2007
........... ...........
Net cash used in operating activities $ (712) $ (532)
Cash flows from investing activities:
Proceeds from maturity of held-to-maturity fixed maturity securities - 1,000
Proceeds from maturity of available-for-sale fixed maturity securities - 3,000
Proceeds from WorldCom, Inc. securities litigation settlement 270 1,198
Capital expenditures (2) -
........... ...........
Net cash provided by investing activities 268 5,198
........... ...........
Cash flows from financing activities:
Insurance policyholder benefits paid - (1,703)
........... ...........
Net cash used in financing activities - (1,703)
........... ...........
Net increase (decrease) in cash and cash equivalents (444) 2,963
Cash and cash equivalents at beginning of period 14,568 6,707
........... ...........
Cash and cash equivalents at end of period (1) $ 14,124 $ 9,670
........... ...........
........... ...........
<FN>
(1)The amount for March 31, 2008 includes $10,600 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>