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Last10K.com | 10-K Annual Report Thu Mar 30 2006
8-K 1 btl8k1205.txt 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): March 28, 2006 Berkeley Technology Limited (Exact Name of Registrant as Specified in its Articles) ---------------------- 0-21874 (Commission File Number) Jersey (Channel Islands) U.K. Not applicable (State or Other Jurisdiction (I.R.S. Employer Identification No.) of Incorporation) Minden House 6 Minden Place St. Helier Jersey Channel Islands JE2 4WQ Tel: 011 44 1534 607700 (Address and telephone of Principal Executive Offices) N/A (Former Name or Address, if Changed Since Last Report) The following information is furnished pursuant to this Item 7.01,"Regulation FD Disclosure" and Item 2.02, " Results of Operations and Financial Condition." FOR IMMEDIATE RELEASE March 28, 2006 Berkeley Technology Limited Preliminary Financial Results For the Year Ended December 31, 2005 London, March 28, 2006 - Berkeley Technology Limited (OTCBB: BKLYY.PK, London: BEK.L) (the "Company") is an international venture capital and consulting firm, primarily in the telecommunications and medical industries. The Company currently represents four Silicon Valley telecommunications equipment companies in dealing with large incumbent European and Japanese telecommunications companies. Its 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 Company. There is also the possibility of new venture funds raised in partnership with international sources of capital leading to management fees and carried interests. Progress has been made in reducing the cash burn rate of the Company. Consulting fees and net interest income are approaching a total of $1.2 million on an annual basis. Longstanding key employees continue to serve as do the three eminent independent directors on a board of four people, including Mr. Arthur Trueger, the Executive Chairman. The intention is to continue operating the Company to maximize shareholder value. We are an operating company and intend to generate value through our successful efforts over time. The Company today reported financial results for the year ended December 31, 2005. The Company's consolidated net loss, computed in accordance with U.S. generally accepted accounting principles ("U.S. GAAP"), for the year ended December 31, 2005, was $3.2 million, or $0.06 per diluted share and $0.64 per diluted ADR, compared with a net loss of $12.1 million, or $0.24 per diluted share and $2.39 per diluted ADR, for the year ended December 31, 2004. No dividends will be paid on the outstanding shares and ADRs for 2005. A decline in expenses of $0.3 million and higher net investment income (after amounts credited to insurance policyholder accounts) of $0.5 million contributed toward the lower net loss for 2005. The impact of stock market volatility on the Company's results has been negligible following the sale of most of its common stock holdings during 2004 and early in 2005. Net realized and unrealized investment losses totaled $26,000 in 2005, compared to net realized and unrealized investment losses of $7.7 million in 2004. The Company's Jersey, Channel Islands based insurance company, London Pacific Assurance Limited ("LPAL"), continued to serve its policyholders; however, no new policies are currently being sold. Policyholder liabilities for LPAL fell during 2005 by $7.7 million to $13.6 million primarily due to maturing policies. As of December 31, 2005, LPAL's corporate bonds, cash and accrued interest totaled $23.7 million. ***** 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 The Company's 2005 annual report will be sent to shareholders during May. Copies of this report may be obtained by contacting the registered office in Jersey, Channel Islands. Form 10-K for the year ended December 31, 2005 A copy of the above document will be submitted to the U.K. Listing Authority and will be shortly available for inspection at the U.K. Listing Authority's Document Viewing Facility, which is situated at: Financial Services Authority 25 The North Colonnade Canary Wharf London E14 5HS Tel: 020 7676 1000 Berkeley Technology Limited Consolidated Statements of Operations (Preliminary) Under U.S. GAAP In thousands, except per share and ADS amounts
Years Ended December 31, ....................................... 2005 2004 2003 ........... ........... ........... Continuing operations: Revenues: Investment income $ 1,562 $ 1,397 $ 1,887 Insurance policy charges 4 4 6 Consulting and other fee income 553 513 - Net realized investment gains (losses) (43) 4,700 (15,312) Change in net unrealized investment gains and losses on trading securities 17 (12,373) 22,617 ........... ........... ........... 2,093 (5,759) 9,198 Expenses: Amounts credited on insurance policyholder accounts 980 1,358 1,922 Operating expenses 4,344 4,629 5,553 Interest expense 4 105 676 ........... ........... ........... 5,328 6,092 8,151 ........... ........... ........... Income (loss) from continuing operations before income taxes (3,235) (11,851) 1,047 Income tax expense (benefit) 12 290 (42) ........... ........... ........... Income (loss) from continuing operations (3,247) (12,141) 1,089 Discontinued operations: Loss from discontinued operations, net of income tax expense of $0, $0 and $2, respectively - - (1,758) Income on disposal of discontinued operations, net of income tax expense of $0, $0 and $36, respectively - - 11,685 ........... ........... ........... Income on discontinued operations - - 9,927 ........... ........... ........... Net income (loss) $ (3,247) $ (12,141) $ 11,016 ........... ........... ........... ........... ........... ........... Berkeley Technology Limited Consolidated Statements of Operations (Preliminary) (Continued) Under U.S. GAAP In thousands, except per share and ADS amounts
Years Ended December 31, ........... ........... ........... 2005 2004 2003 ........... ........... ........... Basic earnings (loss) per share and ADS: Basic earnings (loss) per share: Continuing operations $ (0.06) $ (0.24) $ 0.02 Discontinued operations - - 0.20 ........... ........... ........... $ (0.06) $ (0.24) $ 0.22 ........... ........... ........... ........... ........... ........... Basic earnings (loss) per ADS: Continuing operations $ (0.64) $ (2.39) $ 0.21 Discontinued operations - - 1.96 ........... ........... ........... $ (0.64) $ (2.39) $ 2.17 ........... ........... ........... ........... ........... ........... Diluted earnings (loss) per share and ADS: Diluted earnings (loss) per share: Continuing operations $ (0.06) $ (0.24) $ 0.02 Discontinued operations - - 0.20 ........... ........... ........... $ (0.06) $ (0.24) $ 0.22 ........... ........... ........... ........... ........... ........... Diluted earnings (loss) per ADS: Continuing operations $ (0.64) $ (2.39) $ 0.21 Discontinued operations - - 1.94 ........... ........... ........... $ (0.64) $ (2.39) $ 2.15 ........... ........... ........... ........... ........... ........... Berkeley Technology Limited Consolidated Balance Sheets (Preliminary) Under U.S. GAAP In thousands, except share amounts
December 31, ......................... 2005 2004 ........... ........... ASSETS Investments (principally of life insurance subsidiary): Fixed maturities: Available-for-sale, at fair value (amortized cost: $13,809 and $21,341 as of December 31, 2005 and 2004, respectively) $ 13,829 $ 21,377 Held-to-maturity, at amortized cost (fair value: $6,982 and $0 as of December 31, 2005 and 2004, respectively) 7,011 - Equity securities: Trading, at fair value (cost: $102 and $586 as of December 31, 2005 and 2004, respectively) 84 552 Available-for-sale, at estimated fair value (cost: $850 as of December 31, 2005 and 2004) 850 850 ........... ........... Total investments 21,774(1) 22,779 Cash and cash equivalents 10,039(1) 19,495 Cash held in escrow 1,027 1,005 Accrued investment income 609 737 Property and equipment, net 43 70 Other assets 311 621 ........... ........... Total assets $ 33,803 $ 44,707 ........... ........... ........... ........... LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities: Life insurance policy liabilities $ 13,573 $ 21,229 Accounts payable and accruals 627 585 ........... ........... Total liabilities 14,200 21,814 ........... ........... Commitments and contingencies Shareholders' equity: Ordinary shares, $0.05 par value per share: 86,400,000 shares authorized; 64,439,073 shares issued and outstanding as of December 31, 2005 and 2004 3,222 3,222 Additional paid-in capital 67,660 68,615 Retained earnings 11,682 14,929 Employee benefit trusts, at cost (13,522,381 and 13,684,881 shares as of December 31, 2005 and 2004, respectively) (62,598) (63,571) Accumulated other comprehensive loss (363) (302) ........... ........... Total shareholders' equity 19,603 22,893 ........... ........... Total liabilities and shareholders' equity $ 33,803 $ 44,707 ........... ........... ........... ........... (1) Includes $14,673 of investments and $9,505 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. Berkeley Technology Limited Consolidated Statements of Cash Flows (Preliminary) Under U.S. GAAP In thousands
Years Ended December 31, ........... ........... ........... 2005 2004 2003 ........... ........... ........... Cash flows from continuing operating activities: Net income (loss) $ (3,247) $ (12,141) $ 1,089 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization 36 53 79 Amounts credited on insurance policyholder accounts 980 1,358 1,922 Net realized investment losses (gains) 43 (4,700) 15,312 Change in net unrealized investment gains and losses on trading securities (17) 12,373 (22,617) Net amortization of investment premiums and discounts 656 572 313 Net changes in operating assets and liabilities: Trading equity securities 441 12,009 11,879 Accrued investment income 128 189 (26) Other assets 310 (112) 733 Life insurance policy liabilities (4) (4) (6) Accounts payable, accruals and other liabilities 193 174 (804) Income taxes payable 7 17 (26) Other operating cash flows (22) (6) 223 ........... ........... ........... Net cash provided by (used in) continuing operations (496) 9,782 8,071 ........... ........... ........... Capital paid in to discontinued operations - - (523) ........... ........... ........... Net cash used in discontinued operations - - (523) ........... ........... ........... Net cash provided by (used in) operating activites (496) 9,782 7,548 ........... ........... ........... Cash flows from investing activities: Payment of guarantee obligations - - (10,836) Purchases of held-to-maturity fixed maturity securities (8,510) - - Purchases of available-for-sale fixed maturity securities (5,121) - (17,096) Purchases of available-for-sale equity securities - (15) - Proceeds from maturity of held-to-maturity fixed maturity securities 1,350 - - Proceeds from sale and maturity of available-for-sale fixed maturity securities 10,611 5,060 24,595 Proceeds from sale of available-for-sale equity securities - 75 9 Proceeds from disposal of discontinued operations - - 16,148 Capital expenditures (9) (5) (4) ........... ........... ........... Net cash provided by (used in) investing activities (1,679) 5,115 12,816 ........... ........... ........... Berkeley Technology Limited Consolidated Statements of Cash Flows (Preliminary)(Continued) Under U.S. GAAP In thousands
Years Ended December 31, ........... ........... ........... 2005 2004 2003 ........... ........... ........... Cash flows from financing activities: Insurance policyholder benefits paid (6,749) (9,824) (12,330) Proceeds from disposal of shares by the employee benefit trusts 18 - - Repayments of notes payable - - (9,314) ........... ........... ........... Net cash used in financing activities (6,731) (9,824) (21,644) ........... ........... ........... Net increase (decrease) in cash and cash equivalents (8,906) 5,073 (1,280) Cash and cash equivalents at beginning of year (1) 19,495 14,408 15,308 Foreign currency translation adjustment (550) 14 380 ........... ........... ........... Cash and cash equivalents at end of year (1), (2) $ 10,039 $ 19,495 $ 14,408 ........... ........... ........... ........... ........... ........... (1) Amounts reflect continuing operations only. Does not include $1,027 of cash held in escrow as of December 31, 2005. (2) The amount for December 31, 2005 includes $9,505 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.
The following information was filed by Berkeley Technology Ltd ADR on Tuesday, March 28, 2006 as an 8K 2.02 statement, which is an earnings press release pertaining to results of operations and financial condition. It may be helpful to assess the quality of management by comparing the information in the press release to the information in the accompanying 10-K Annual Report statement of earnings and operation as management may choose to highlight particular information in the press release.
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Berkeley Technology Ltd provided additional information to their SEC Filing as exhibits
CIK: 891377
Form Type: 10-K Annual Report
Accession Number: 0000891377-06-000002
Submitted to the SEC: Thu Mar 30 2006 8:06:42 AM EST
Accepted by the SEC: Thu Mar 30 2006
Period: Saturday, December 31, 2005
Industry: Management Consulting Services
External Resources:
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