U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 12, 2010
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 PRESS RELEASE May 12, 2010
Berkeley Technology Limited
Financial Results
For the Quarter Ended
March 31, 2010
London, May 12, 2010 - Berkeley Technology Limited (London: BEK.L) (the
"Company") is an international venture capital consulting company incorporated
under the laws of Jersey, Channel Islands, with an office in San Francisco,
California.
The Company's typical client is a Silicon Valley technology company or a
large international telecommunications company. The Company's objective is the
development of large European and Asian telecommunications relationships with
Silicon Valley technology companies. These relationships have led to several
equity investments by one client, and new opportunities generated through
others. In certain cases, the Company may benefit from investments made by its
clients if their investments are successful. The Company is actively seeking new
clients and business opportunities.
By definition, venture capital operates in a highly volatile environment,
even more so than the economy as a whole. This industry faces significant
challenges in this adverse environment, especially related to the raising of new
funds. Operating in this segment creates the potential for tremendous growth,
but is also subject to a high level of risk. The Company is therefore
challenged, not only by the severe downturn in the economy, but also by the
particular complications facing those companies operating in the venture capital
markets. From these challenges come opportunities that may reward patience and
discipline. In addressing these challenges, the Company is taking significant
steps to curtail and contain its expenditures while aggressively pursuing new
business opportunities. The Company has further reduced staffing levels and
focused operations on its core expertise. In order to reduce and contain costs,
the Company terminated its ADR program. As much smaller and cost efficient, the
Company expects to more easily capitalize on positive revenue events with its
current and future clients.
The Company's consulting fee revenues increased 20% in first quarter 2010
compared to first quarter 2009. Operating expenses decreased in the first
quarter of 2010, primarily due to lower staff costs. Interest income remained
relatively consistent.
The Company today reports financial results for the quarter ended March
31, 2010. The Company's consolidated net loss for the quarter ended March 31,
2010, was $(1.0) million (which includes $(0.4) million non-recurring net
realization of accumulated foreign currency translation losses) or $(0.02) per
diluted share and $(0.19) per diluted ADR, compared with consolidated net loss
of $(1.0) million, or $(0.02) per diluted share and $(0.19) per diluted ADR, for
the quarter ended March 31, 2009. The Company computes and reports consolidated
net losses and diluted losses per share and ADR in accordance with U.S.
generally accepted accounting principles ("U.S. GAAP").
**********
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 March 31, 2010
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 AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands, except share amounts)
March 31, December 31,
2010 2009
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ASSETS
Current assets:
Cash and cash equivalents...................................................... $ 10,949 $ 11,480(1)
Accounts receivable, less allowances of $0 as of March 31, 2010
and December 31, 2009...................................................... 104 141
Prepaid expenses and deposits.................................................. 62 68
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Total current assets.............................................................. 11,115 11,689
Private equity investments (at lower of cost or estimated fair value)............. 1,469 1,469(1)
Property and equipment, net of accumulated depreciation of $181
as of March 31, 2010 and December 31, 2009..................................... 4 6
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Total assets...................................................................... $ 12,588 $ 13,164
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses.......................................... $ 423 $ 417
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Total current liabilities......................................................... 423 417
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...............................................................................
Commitments and contingencies (Note 7)
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, 2010
and December 31, 2009.......................................................... 3,222 3,222
Additional paid-in capital........................................................ 67,917 67,915
Retained earnings................................................................. 3,624 4,607
Employee benefit trusts, at cost (13,522,381 shares as of
March 31, 2010 and December 31, 2009).......................................... (62,598) (62,598)
Accumulated other comprehensive loss.............................................. - (399)
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Total shareholders' equity........................................................ 12,165 12,747
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Total liabilities and shareholders' equity........................................ $ 12,588 $ 13,164
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<FN>
(1) As of December 31, 2009, the Company's subsidiary, London Pacific Limited
f/k/a London Pacific Assurance Limited ("LPL"), held $2,816 of the Group's
$11,480 in cash and cash equivalents and $844 of the Group's $1,469 in
private equity investments which were only available to fund the operations
or commitments of LPL, and not to fund the parent company or any of the
other subsidiaries. As of December 31, 2009, LPL needed permission of the
Jersey Financial Services Commission ("JFSC") if LPL funds were to be used
to fund operations or commitments outside of the LPL entity. As of January
14, 2010, the JFSC approved LPL's Cessation Of Business Plan and canceled
LPL's insurance permit. As of January 14, 2010, the foregoing restrictions
no longer apply.
</FN>
BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share and ADS amounts)
Three Months Ended
March 31,
---------------------
2010 2009
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Revenues:
Consulting fees................................................... $ 116 $ 97
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Total revenues.................................................... 116 97
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Operating expenses:
Cost of services.................................................. 139 204
Selling, general and administrative expenses ..................... 566 664
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Total operating expenses.......................................... 705 868
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Operating loss.................................................... (589) (771)
Interest income................................................... 7 7
Net realized investment loss...................................... - (200)
Net realized foreign currency translation loss.................... (399) -
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Loss before income tax expense.................................... (981) (964)
Income tax expense................................................ 2 2
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Net loss.......................................................... $ (983) $ (966)
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Basic and diluted loss per share $ (0.02) $ (0.02)
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Basic and diluted loss per ADS $ (0.19) $ (0.19)
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BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
Three Months Ended
March 31,
------------------------------
2010 2009
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Cash flows from operating activities:
Net loss.......................................................................... $ (983) $ (966)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization..................................................... 2 1
Amounts credited on insurance policyholder accounts............................... - 1
Net realized investment losses ................................................... - 200
Share based compensation.......................................................... 2 19
Net realized foreign currency translation loss.................................... 399 -
Net changes in operating assets and liabilities:
Accrued investment income ..................................................... - (1)
Other assets................................................................... 43 128
Accounts payable, accruals and other liabilities............................... 7 2
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Net cash used in operating activities............................................. (530) (616)
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Cash flows from financing activities:
Insurance policyholder benefits paid.............................................. - (63)
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Net cash used in financing activities............................................. - (63)
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Effect of exchange rate changes on cash........................................... (1) (1)
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Net decrease in cash and cash equivalents......................................... (531) (680)
Cash and cash equivalents at beginning of period.................................. 11,480 13,681
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Cash and cash equivalents at end of period ....................................... $ 10,949 $13,001
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Supplemental disclosure of non-cash operating activities:
Realization of accumulated foreign currency translation adjustments............... $ 399 $ -