U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 13, 2009
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)
One Castle Street
St. Helier, Jersey JE2 3RT
Channel Islands
Tel: 011 44 1534 607700
(Address and telephone of Principal Executive Offices)
(Former Name or Address, if Changed Since Last Report)
The following information is furnished pursuant to this Item 7.01,"Regulation FD
Disclosure" and Item 2.02, "Results of Operations and Financial Condition."
FOR IMMEDIATE RELEASE November 13, 2009
Berkeley Technology Limited
Financial Results
For the Three and Nine Months Ended
September 30, 2009
London, November 13, 2009 - Berkeley Technology Limited (OTCBB: BKLYY.PK,
London: BEK.L) (the "Company") is an international venture capital consulting
firm with a focus on Silicon Valley technology companies.
The Company today reported financial results for the three and nine months
ended September 30, 2009. The Company's consolidated net loss for the third
quarter of 2009 was $0.5 million, or $0.01 per diluted share and $0.09 per
diluted ADR, compared with a consolidated net loss of $1.0 million, or $0.02
per diluted share and $0.20 per diluted ADR, for the third quarter of 2008. The
Company computes and reports consolidated net income (loss) and diluted
earnings (loss) per share and ADR in accordance with U.S. generally accepted
accounting principles ("U.S. GAAP").
For the nine months ended September 30, 2009, the Company's consolidated
net loss was $2.2 million, or $0.04 per diluted share and $0.43 per diluted
ADR, compared with a consolidated net loss of $2.1 million, or $0.04 per
diluted share and $0.41 per diluted ADR, for the first nine months of 2008.
The improvement in results for the third quarter of 2009 compared to the
third quarter of 2008 resulted from a $0.4 million decrease in operating
expenses, primarily in staff costs, and a $0.2 million change in realized
investment gains and losses. The results for the third quarter of 2008 included
an other-than-temporary write-down taken on one of the Group's private equity
investments, and there were no investment gains or losses in the third quarter
of 2009.
We continue to make progress in holding operating expenses down. The
results for the first nine months of 2009 includes a $0.4 million decrease in
operating expenses, primarily in staff costs, though this was offset by a $0.2
million decline in interest income due to the lower interest rate environment,
and by a $0.2 million change in realized investment gains and losses. During the
first nine months of 2009, an other-than-temporary write-down of $0.2 million
was taken on one of the Group's private equity investments. During the first
nine months of 2008, an other-than temporary write-down of $0.25 million was
taken on this private equity investment, but this was more than offset by a
$0.27 million realized gain due to the receipt of a final distribution from the
WorldCom, Inc. securities litigation.
We earned consulting fees of $0.4 million during the first nine months of
2009 which was comparable to the fees earned in the same period last year.
In certain of our consulting arrangements, we may benefit from investments
made by our clients if their investments are successful. Given the challenges we
face in the current economic environment, the level of consulting fees is
expected to fluctuate depending on the nature and extent of our work at any
point in time. We continue to actively seek new clients and business
opportunities.
********
1
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:
Robert A. Cornman Jersey (0)1534 607700
Company Secretary
Berkeley Technology Limited
Form 10-Q for the quarter ended September 30, 2009
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
2
BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands, except share amounts)
September 30, December 31,
2009 2008
------------- -------------
ASSETS
Current assets:
Cash and cash equivalents $ 11,744 $ 13,681
Accounts receivable, less allowances of $0 as of September 30, 2009
and December 31, 2008 150 222
Interest receivable 2 1
Prepaid expenses and deposits 27 147
------------- -------------
Total current assets 11,923 14,051
Private equity investments (at lower of cost or estimated fair value) 1,341 1,484
Property and equipment, net of accumulated depreciation of $181 and
$177 as of September 30, 2009 and December 31, 2008, respectively 6 9
------------- -------------
Total assets $ 13,270 $ 15,544
============= =============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 417 $ 459
Policyholder liabilities (due in less than one year) - 106
------------- -------------
Total current liabilities 417 565
------------- -------------
Commitments and contingencies
Shareholders' equity:
Ordinary shares, $0.05 par value per share: 86,400,000 shares authorized;
64,439,073 shares issued and outstanding as of September 30, 2009
and December 31, 2008 3,222 3,222
Additional paid-in capital 67,903 67,860
Retained earnings 4,725 6,894
Employee benefit trusts, at cost (13,522,381 shares as of
September 30, 2009 and December 31, 2008) (62,598) (62,598)
Accumulated other comprehensive loss (399) (399)
------------- -------------
Total shareholders' equity 12,853 14,979
------------- -------------
Total liabilities and shareholders' equity $ 13,270 $ 15,544
============= =============
See accompanying Notes which are an integral part of these
Condensed Consolidated Financial Statements.
3
BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share and ADS amounts)
Three Months Ended Nine Months Ended
September 30, September 30,
-------------------------- --------------------------
2009 2008 2009 2008
------------ ------------ ------------ ------------
Revenues:
Consulting fees................................................... $ 150 $ 150 $ 397 $ 414
------------ ------------ ------------ ------------
Total revenues.................................................... 150 150 397 414
Operating expenses:
Cost of services.................................................. 199 218 609 697
Selling, general and administrative expenses ..................... 425 758 1,789 2,091
------------ ------------ ------------ ------------
Total operating expenses.......................................... 624 976 2,398 2,788
------------ ------------ ------------ ------------
Operating loss.................................................... (474) (826) (2,001) (2,374)
Interest income................................................... 20 72 34 271
Net realized investment gains (losses)............................ - (250) (200) 20
------------ ------------ ------------ ------------
Loss before income tax expense.................................... (454) (1,004) (2,167) (2,083)
Income tax expense................................................ - - 2 2
------------ ------------ ------------ ------------
Net loss.......................................................... $ (454) $ (1,004) $ (2,169) $ (2,085)
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
Basic and diluted loss per share $ (0.01) $ (0.02) $ (0.04) $ (0.04)
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
Basic and diluted loss per ADS $ (0.09) $ (0.20) $ (0.43) $ (0.41)
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
See accompanying Notes which are an integral part of these
Condensed Consolidated Financial Statements.
4
BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
Nine Months Ended
September 30,
-----------------------------
2009 2008
------------ ------------
Cash flows from operating activities:
Net loss.......................................................................... $ (2,169) $ (2,085)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization..................................................... 3 5
Amounts credited on insurance policyholder accounts............................... 1 4
Net realized investment losses (gains)............................................ 200 (20)
Share based compensation.......................................................... 43 51
Net changes in operating assets and liabilities:
Accrued investment income ..................................................... (1) 12
Other assets................................................................... 135 269
Accounts payable, accruals and other liabilities............................... (43) 10
------------ ------------
Net cash used in operating activities............................................. (1,831) (1,754)
------------ ------------
Cash flows from investing activities:
Proceeds from WorldCom, Inc. securities litigation settlement..................... - 270
Capital expenditures.............................................................. - (2)
------------ ------------
Net cash provided by investing activities......................................... - 268
------------ ------------
Cash flows from financing activities:
Insurance policyholder benefits paid.............................................. (111) -
------------ ------------
Net cash used in financing activities............................................. (111) -
------------ ------------
Effect of exchange rate changes on cash........................................... 5 (18)
------------ ------------
Net decrease in cash and cash equivalents......................................... (1,937) (1,504)
Cash and cash equivalents at beginning of period.................................. 13,681 14,568
------------ ------------
Cash and cash equivalents at end of period ....................................... $ 11,744 $ 13,064
------------ ------------
------------ ------------
Supplemental disclosure of non-cash investing activities:
Exchange of receivable from consulting client for additional private
equity investment in consulting client......................................... $ 57 $ -
See accompanying Notes which are an integral part of these
Condensed Consolidated Financial Statements.
5