UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
SECURITIES EXCHANGE ACT OF 1934

 

September 29, 2011

 

Commission File Number: 0001284823

 


 

XYRATEX LTD

(Translation of registrant’s name into English)

 

Langstone Road,
Havant
PO9 1SA
United Kingdom

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

x Form 20-F    o Form 40-F

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

 

 

 



 

NEWS RELEASE

For Immediate Release

 

Xyratex Ltd Announces Results for the Third Quarter Fiscal Year 2011

 

Havant, UK — September 29, 2011 — Xyratex Ltd (Nasdaq: XRTX), a leading provider of enterprise class data storage subsystems and hard disk drive capital equipment, today announced results for the third fiscal quarter ended August 31, 2011. Revenues for the third quarter were $361.8 million, a decrease of 16% compared to revenues of $430.2 million for the same period last year.

 

For the third quarter, GAAP net income was $9.7 million, or $0.32 per diluted share, compared to GAAP net income of $37.2 million, or $1.19 per diluted share, in the same period last year. Non-GAAP net income was $12.7 million, or $0.42 per diluted share, compared to non-GAAP net income of $37.6 million, or $1.20 per diluted share, in the same quarter a year ago (1).

 

Gross profit margin in the third quarter decreased to 16.7%, compared to 17.6% in the same period last year, reflecting significantly lower revenues and gross margins in the Storage Infrastructure (SI) business partially offset by increased gross margins in the Networked Storage Solutions (NSS) business.

 

Revenues from sales of our NSS products were $336.6 million as compared to $317.2 million in the same quarter a year ago, an increase of 6%. Gross profit margin in the NSS business was 17.2% as compared to 12.0% a year ago. The increase in gross margin was primarily due to a favorable customer and product mix. Revenues from sales of our SI products were $25.2 million as compared to $113 million in the same quarter a year ago, a decrease of 78%. Gross profit margin in the SI business was 9.6% as compared to 33.8% a year ago. The decrease in gross margin was primarily the result of the impact of fixed operating costs on lower revenues. Additionally, as a result of the bankruptcy filing by Solyndra, Xyratex has recorded a bad debt provision of approximately $1 million.

 

During the quarter the Company repurchased 2,064,480 of its common shares at a total

 

2



 

cost of $18.6 million. During the first nine months of the fiscal year a total of 2,615,196 shares have been repurchased, representing 8.5% of shares issued and outstanding as of February 28, 2011, at a total cost of $23.9 million. The shares were repurchased under the previously announced share repurchase plan. Also, as previously announced, the Company paid its first dividend in the quarter. The cash dividend was set at $0.05 a share and totaled approximately $1.5 million. The Company’s cash balance amounted to $136.2 million at the end of the quarter, an increase of $9.3 million in the quarter and of $45.4 million in the first nine months of the fiscal year.

 

“Overall, I was pleased with our performance,” said Steve Barber, CEO of Xyratex. “I was very pleased with the performance of our NSS business in the third quarter. The Enterprise External Storage market remains strong, and we are executing well overall to meet the needs of our customers. In addition, we continue to invest in other growth sectors that will broaden our market opportunities.  Our SI business performed within our expectations but, as we have mentioned throughout the year it is being negatively affected by a number of factors, including the delay in regulatory approval of the two pending disk drive industry acquisitions by Seagate and Western Digital. As a result, the disk drive capital equipment sector remains very challenged with the industry delaying incremental capital investment. Given this current market environment, we are now implementing significant reductions in fixed costs in the SI business while protecting our investments in key next generation products needed to improve our competitive position. We have a strong cash position which will allow us to invest in strategic areas as well as continue to buy back shares.”

 

Business Outlook

 

The following statements are based on current expectations. These statements are forward-looking, and actual results may differ materially.

 

·                  Revenue in the fourth quarter of 2011 is projected to be in the range of $343 million to $383 million.

·                  Diluted earnings per share is anticipated to be between $0.19 and $0.37 on a GAAP basis in the fourth quarter of 2011. On a non-GAAP basis diluted earnings per share is anticipated to be between $0.27 and $0.45. Non-GAAP earnings per share excludes amortization of intangible assets, equity compensation expense, specified non-recurring items and related taxation expense.

 

3



 

Conference Call/Webcast Information

 

Xyratex quarterly results conference call will be broadcast live via the internet at http://www.xyratex.com/investors on Thursday, September 29, 2011 at 1:30 p.m. Pacific Time/4:30 p.m. Eastern Time. You can also access the conference call by dialing +1 (800) 299-7089 in the United States and +1 (617) 801-9714 outside of the United States, passcode 94462032. The press release will be posted to the company web site www.xyratex.com.

 

A replay will be available through October 6, 2011 following the live call by dialing +1 (888) 286-8010 in the United States and +1 (617) 801-6888 outside the United States, replay code 47147315.

 


(1) Non-GAAP net income (loss) and diluted earnings (loss) per share excludes (a) amortization of intangible assets, (b) equity compensation expense, (c) the related tax effects, and (d) the tax expense resulting from a reduction in the deferred tax asset caused by a fall in U.K. tax rates. Reconciliation of non-GAAP net income (loss) and diluted earnings (loss) per share to GAAP net income (loss) and GAAP diluted earnings (loss) per share is included in a table immediately following the condensed consolidated statements of cash flows below.

 

The intention in providing these non-GAAP measures is to provide supplemental information regarding the Company’s operational performance while recognizing that they have material limitations and that they should only be referred to, with reference to, and not considered to be a substitute for, or superior to, the corresponding GAAP measure. The financial results calculated in accordance with GAAP and reconciliations of these non-GAAP measures to the comparable GAAP measures should be carefully evaluated. The non-GAAP financial measures used by us may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies.

 

The Company believes that the provision of these non-GAAP financial measures is useful to investors and investment analysts because it enables comparison to the Company’s historical operating results, those of competitors and other industry participants and also provides transparency to the measures used by management in operational and financial decision making. In relation to the specific items excluded: (a) intangible assets represent costs incurred by the acquired business prior to acquisition, are not cash costs and will not be replaced when the assets are fully amortized and therefore the exclusion of these costs provides management and investors with better visibility of the costs required to generate revenue over time; (b) equity compensation expense is non-cash in nature and is

 

4



 

outside the control of management during the period in which the expense is incurred;  (c) the exclusion of the related tax effects of excluding items (a) and (b) is necessary to show the effect on net income of the change in tax expense that would have been recorded if these items had not been incurred; (d) the impact of the reduction in tax rates is non-cash and not comparable across periods or with other companies due to the existence of a significant U.K. related deferred tax asset which is expected to reduce over time.

 

Safe Harbor Statement

 

This press release contains forward—looking statements. These statements relate to future events or our future financial performance, including our projected revenue and fully diluted earnings per share data (on a GAAP and non-GAAP basis) for the fourth quarter. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward looking statements. Factors that might cause such a difference include our inability to compete successfully in the competitive and rapidly changing marketplace in which we operate, failure to retain key employees, cancellation or delay of projects and adverse general economic conditions in the United States and internationally. These risks and other factors include those listed under “Risk Factors” and elsewhere in our Annual Report on Form 20-F as filed with the Securities and Exchange Commission (File No. 000-50799). In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue,” or the negative of these terms or other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.

 

5



 

About Xyratex

 

Xyratex is a leading provider of enterprise class data storage subsystems and hard disk drive capital equipment. The Networked Storage Solutions division designs and manufactures a range of advanced, scalable data storage solutions for the Original Equipment Manufacturer (OEM) community. As the largest capital equipment supplier to the industry, the Storage Infrastructure division enables disk drive manufacturers and their component suppliers to meet today’s technology and productivity requirements. Xyratex has over 25 years of experience in research and development relating to disk drives, storage systems and manufacturing process technology.

 

Founded in 1994 in an MBO from IBM, and with headquarters in the UK, Xyratex has an established global base with R&D and operational facilities in Europe, the United States and South East Asia.

 

 

For more information, visit www.xyratex.com.

 

Contacts:

 

Xyratex Investor Relations

Brad Driver

Tel: +1 (510) 687-5260

Email: bdriver@us.xyratex.com

Website: www.xyratex.com

 

6



 

XYRATEX LTD

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 

 

 

Three Months Ended,

 

Nine Months Ended,

 

 

 

August 31,

 

August 31,

 

August 31,

 

August 31,

 

 

 

2011

 

2010

 

2011

 

2010

 

 

 

(US dollars in thousands, except per share amounts)

 

 

 

 

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

Networked Storage Solutions

 

$

336,621

 

$

317,249

 

$

971,969

 

$

932,132

 

Storage Infrastructure

 

25,215

 

112,987

 

88,914

 

272,969

 

Total revenues

 

361,836

 

430,236

 

1,060,883

 

1,205,101

 

 

 

 

 

 

 

 

 

 

 

Cost of revenues

 

301,465

 

354,310

 

907,411

 

989,083

 

Gross profit:

 

 

 

 

 

 

 

 

 

Networked Storage Solutions

 

58,063

 

38,061

 

150,187

 

123,444

 

Storage Infrastructure

 

2,420

 

38,232

 

3,947

 

93,638

 

Equity compensation

 

(112

)

(367

)

(662

)

(1,064

)

Total gross profit

 

60,371

 

75,926

 

153,472

 

216,018

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Research and development

 

30,047

 

23,950

 

88,272

 

63,955

 

Selling, general and administrative

 

16,698

 

15,899

 

52,114

 

42,776

 

Amortization of intangible assets

 

1,230

 

1,018

 

3,279

 

2,975

 

Total operating expenses

 

47,975

 

40,867

 

143,665

 

109,706

 

Operating income

 

12,396

 

35,059

 

9,807

 

106,312

 

Interest income, net

 

209

 

29

 

288

 

10

 

Income before income taxes

 

12,605

 

35,088

 

10,095

 

106,322

 

Provision (benefit) for income taxes

 

2,948

 

(2,146

)

314

 

(851

)

Net income

 

$

9,657

 

$

37,234

 

$

9,781

 

$

107,173

 

 

 

 

 

 

 

 

 

 

 

Net earnings per share:

 

 

 

 

 

 

 

 

 

Basic

 

$

0.33

 

$

1.23

 

$

0.32

 

$

3.57

 

Diluted

 

$

0.32

 

$

1.19

 

$

0.31

 

$

3.45

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares (in thousands), used in computing net earnings per share:

 

 

 

 

 

 

 

 

 

Basic

 

29,499

 

30,259

 

30,280

 

30,059

 

Diluted

 

30,299

 

31,271

 

31,232

 

31,028

 

 

 

 

 

 

 

 

 

 

 

Cash dividends declared per share

 

$

0.05

 

$

 

$

0.05

 

$

 

 

7



 

XYRATEX LTD

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

 

August 31,

 

November 30,

 

 

 

2011

 

2010

 

 

 

(US dollars and amounts in
thousands)

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

136,238

 

$

90,842

 

Accounts receivable, net

 

175,193

 

209,044

 

Inventories

 

157,287

 

195,936

 

Prepaid expenses

 

3,347

 

3,154

 

Deferred income taxes

 

3,115

 

8,204

 

Other current assets

 

8,904

 

3,876

 

Total current assets

 

484,084

 

511,056

 

Property, plant and equipment, net

 

46,221

 

45,687

 

Intangible assets, net

 

20,656

 

9,326

 

Deferred income taxes

 

21,601

 

14,913

 

Total assets

 

$

572,562

 

$

580,982

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

157,327

 

$

155,792

 

Employee compensation and benefits payable

 

18,520

 

22,638

 

Deferred revenue

 

11,507

 

17,958

 

Income taxes payable

 

1,095

 

730

 

Other accrued liabilities

 

24,917

 

16,533

 

Total current liabilities

 

213,366

 

213,651

 

Long-term debt

 

 

 

Total liabilities

 

213,366

 

213,651

 

 

 

 

 

 

 

Shareholders’ equity

 

 

 

 

 

Common shares (in thousands), par value $0.01 per share 70,000 authorized, 28,321 and 30,276 issued and outstanding

 

283

 

303

 

Additional paid-in capital

 

365,097

 

382,684

 

Accumulated other comprehensive income

 

1,646

 

496

 

Accumulated deficit

 

(7,830

)

(16,152

)

Total shareholders’ equity

 

359,196

 

367,331

 

Total liabilities and shareholders’ equity

 

$

572,562

 

$

580,982

 

 

8



 

XYRATEX LTD

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 

 

Nine Months Ended

 

 

 

August 31,

 

August 31,

 

 

 

2011

 

2010

 

 

 

(US dollars in thousands)

 

Cash flows from operating activities:

 

 

 

 

 

Net income

 

$

9,781

 

$

107,173

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Depreciation

 

15,031

 

13,523

 

Amortization of intangible assets

 

3,279

 

2,975

 

Non-cash equity compensation

 

6,268

 

6,732

 

(Gain) loss on sale of assets

 

(44

)

171

 

Deferred income taxes

 

(2,016

)

(2,953

)

Changes in assets and liabilities, net of impact of acquisitions and divestitures

 

 

 

 

 

Accounts receivable

 

34,302

 

(102,469

)

Inventories

 

38,739

 

(120,462

)

Prepaid expenses and other current assets

 

(3,654

)

(4,476

)

Accounts payable

 

3,793

 

116,801

 

Employee compensation and benefits payable

 

(4,118

)

10,141

 

Deferred revenue

 

(6,451

)

22,168

 

Income taxes payable

 

365

 

655

 

Other accrued liabilities

 

4,141

 

90

 

Net cash provided by operating activities

 

99,416

 

50,069

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

Investments in property, plant and equipment

 

(15,521

)

(14,121

)

Acquisition of intangible assets

 

(4,700

)

 

Acquisition of businesses

 

(6,084

)

(4,908

)

Net cash used in investing activities

 

(26,305

)

(19,029

)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

Proceeds from issuance of shares

 

2

 

1,933

 

Repurchase of shares

 

(23,884

)

 

Dividends to shareholders

 

(1,459

)

 

Decrease in book overdraft

 

(2,374

)

 

Net cash provided by (used in) financing activities

 

(27,715

)

1,933

 

Change in cash and cash equivalents

 

45,396

 

32,973

 

Cash and cash equivalents at beginning of period

 

90,842

 

51,935

 

Cash and cash equivalents at end of period

 

$

136,238

 

$

84,908

 

 

9



 

XYRATEX LTD

SUPPLEMENTAL INFORMATION

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

August 31,

 

August 31,

 

August 31,

 

August 31,

 

 

 

2011

 

2010

 

2011

 

2010

 

 

 

(US dollars in thousands, except
per share amounts)

 

(US dollars in thousands, except
per share amounts)

 

Summary Reconciliation Of GAAP Net Income To Non-GAAP Net Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP net income

 

$

9,657

 

$

37,234

 

$

9,781

 

$

107,173

 

 

 

 

 

 

 

 

 

 

 

Amortization of intangible assets

 

1,230

 

1,018

 

3,279

 

2,975

 

Equity compensation

 

1,855

 

2,455

 

6,268

 

6,732

 

Tax effect of above non-GAAP adjustments

 

(1,127

)

 

(2,140

)

 

Effect of change in tax rates

 

1,044

 

 

1,044

 

 

Deferred tax on equity compensation

 

 

(3,148

)

 

(3,148

)

 

 

 

 

 

 

 

 

 

 

Non-GAAP net income

 

$

12,659

 

$

37,559

 

$

18,232

 

$

113,732

 

 

 

 

 

 

 

 

 

 

 

Summary Reconciliation Of Diluted GAAP Earnings Per Share To Diluted Non-GAAP Earnings Per Share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted GAAP earnings per share

 

$

0.32

 

$

1.19

 

$

0.31

 

$

3.45

 

 

 

 

 

 

 

 

 

 

 

Amortization of intangible assets

 

0.04

 

0.03

 

0.11

 

0.10

 

Equity compensation

 

0.06

 

0.08

 

0.21

 

0.22

 

Tax effect of above non-GAAP adjustments

 

(0.04

)

 

(0.07

)

 

Effect of change in tax rates

 

0.03

 

 

0.03

 

 

Deferred tax on equity compensation

 

 

(0.10

)

 

(0.10

)

 

 

 

 

 

 

 

 

 

 

Diluted non-GAAP earnings per share

 

$

0.42

 

$

1.20

 

$

0.59

 

$

3.66

 

 

 

 

 

 

 

 

 

 

 

Summary Of Equity Compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenues

 

112

 

367

 

662

 

1,064

 

Research and development

 

697

 

721

 

2,244

 

2,145

 

Selling, general and administrative

 

1,046

 

1,367

 

3,362

 

3,523

 

 

 

 

 

 

 

 

 

 

 

Total equity compensation

 

1,855

 

2,455

 

6,268

 

6,732

 

 

10



 

SIGNATURES

 

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.

 

 

 

XYRATEX LTD

 

 

(Registrant)

 

 

 

 

 

 

 

 

Date: September 29, 2011

 

By:

/s/ Richard Pearce

 

 

 

Name: Richard Pearce

 

 

 

Title: Chief Financial Officer

 

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