UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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, 2010

 

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 40-F.

Form 20-F   x      Form 40-F    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)(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

 

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to rule 12g3-2(b) under the Securities Exchange Act of 1934.  Yes   o      No   x

 

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-                  

 

 

 



 

NEWS RELEASE

For Immediate Release

 

Xyratex Ltd Announces Results for the Third Quarter Fiscal Year 2010

 

Havant, UK — September 29, 2010 — Xyratex Ltd (Nasdaq: XRTX), a leading provider of enterprise class data storage subsystems and storage process technology, today announced results for the third fiscal quarter ended August 31, 2010.  Revenues for the third quarter were $430.2 million, an increase of 74.7% compared to revenues of $246.3 million for the same period last year.

 

For the third quarter, GAAP net income was $37.2 million, or $1.19 per diluted share, compared to $7.8 million, or $0.26 per diluted share, in the same period last year. Non-GAAP net income was $37.6 million or $1.20 per diluted share, compared to $10.7 million, or $0.36 per diluted share, in the same quarter a year ago (1).

 

Gross profit margin in the third quarter was 17.6%, compared to 16.7% in the same period last year. The increase in overall gross margin primarily resulted from a higher proportion of Storage Infrastructure revenue in the 2010 quarter.

 

Revenues from our Networked Storage Solutions products were $317.2 million as compared to $208.6 million in the same quarter a year ago, an increase of 52.1%. Gross profit margin in the Networked Storage Solutions business was 12.0% as compared to 14.0% a year ago due primarily to changes in product mix.  Revenues from our Storage Infrastructure products were $113.0 million as compared to $37.7 million in the same quarter a year ago. Gross profit margin in the Storage Infrastructure business was 33.8% compared to 32.4% a year ago.

 

2



 

“Our third quarter results reflect our excellent execution in meeting the strong demand from customers in both of our businesses, including some pull-forward from the fourth quarter by one of our Storage Infrastructure customers. This has resulted in profit being above our expectations for the quarter and while the pull-forward has had some impact on our 4Q profitability, our overall expectations for profit and Storage Infrastructure revenues for the full year have increased.” said Steve Barber, Xyratex CEO. “We continue to make very good progress in areas in which we have made strategic investments, and anticipate capitalizing on a number of these new growth opportunities. I am very pleased with the progress we have made with regard to securing new customers and programs in both businesses, which should further diversify our customer base.”

 

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 2010 is projected to be in the range $395 to $445 million.

·                  Fully diluted earnings per share is anticipated to be between $0.48 and $0.74 on a GAAP basis in the fourth quarter. On a non-GAAP basis fully diluted earnings per share is anticipated to be between $0.60 and $0.86. 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 www.xyratex.com/investors on Wednesday, September 29, 2010 at 1:30 p.m. Pacific Time/4:30 p.m. Eastern Time. You can also access the conference call by dialing +1 (866) 730-5765 in the United States and +1 (857) 350-1589 outside of the United States, passcode 85065379. The press release will be posted to the company web site www.xyratex.com.

 

A replay will be available through October 6, 2010 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 69195513.

 

(1) Non-GAAP net income (loss) and diluted earnings (loss) per share excludes (a) amortization of intangible assets, (b) equity compensation expense, (c) specified non-recurring items such as restructuring costs and (d) the related taxation expense. 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 flow 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 the corresponding GAAP measure.

 

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 outside the control of management during the period in which the expense is incurred; (c) restructuring costs are not comparable across periods or with other companies; (d) the exclusion of the related tax effects of excluding items (a) to (c) 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.

 

4



 

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 storage process technology. The company designs and manufactures enabling technology that provides OEM and disk drive manufacturer customers with data storage products to support high-performance storage and data communication networks. Xyratex has over 25 years of experience in research and development relating to disk drives, storage systems and high-speed communication protocols.

 

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.

 

Contact:

 

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,

 

 

 

2010

 

2009

 

2010

 

2009

 

 

 

(US dollars in thousands, except per share amounts)

 

 

 

 

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

Networked Storage Solutions

 

$

317,249

 

$

208,607

 

$

932,132

 

$

558,589

 

Storage Infrastructure

 

112,987

 

37,687

 

272,969

 

66,329

 

Total revenues

 

430,236

 

246,294

 

1,205,101

 

624,918

 

 

 

 

 

 

 

 

 

 

 

Cost of revenues

 

354,310

 

205,068

 

989,083

 

537,601

 

Gross profit:

 

 

 

 

 

 

 

 

 

Networked Storage Solutions

 

38,061

 

29,249

 

123,444

 

71,107

 

Storage Infrastructure

 

38,232

 

12,194

 

93,638

 

16,854

 

Equity compensation

 

(367

)

(217

)

(1,064

)

(644

)

Total gross profit

 

75,926

 

41,226

 

216,018

 

87,317

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Research and development

 

23,950

 

17,243

 

63,955

 

53,502

 

Selling, general and administrative

 

15,899

 

14,265

 

42,776

 

42,925

 

Amortization of intangible assets

 

1,018

 

1,011

 

2,975

 

2,988

 

Restructuring costs

 

 

513

 

 

4,728

 

Total operating expenses

 

40,867

 

33,032

 

109,706

 

104,143

 

Operating income (loss)

 

35,059

 

8,194

 

106,312

 

(16,826

)

Interest income, net

 

29

 

25

 

10

 

110

 

Income (loss) before income taxes

 

35,088

 

8,219

 

106,322

 

(16,716

)

Provision (benefit) for income taxes

 

(2,146

)

412

 

(851

)

1,248

 

Net income (loss)

 

$

37,234

 

$

7,807

 

$

107,173

 

$

(17,964

)

 

 

 

 

 

 

 

 

 

 

Net earnings (loss) per share:

 

 

 

 

 

 

 

 

 

Basic

 

$

1.23

 

$

0.26

 

$

3.57

 

$

(0.61

)

Diluted

 

$

1.19

 

$

0.26

 

$

3.45

 

$

(0.61

)

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

Basic

 

30,259

 

29,462

 

30,059

 

29,387

 

Diluted

 

31,271

 

29,666

 

31,028

 

29,387

 

 

7



 

XYRATEX LTD

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

 

August 31,

 

November 30,

 

 

 

2010

 

2009

 

 

 

(US dollars and amounts in
thousands)

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

84,908

 

$

51,935

 

Accounts receivable, net

 

227,509

 

124,715

 

Inventories

 

229,481

 

108,625

 

Prepaid expenses

 

4,992

 

4,784

 

Deferred income taxes

 

405

 

405

 

Other current assets

 

6,505

 

5,825

 

Total current assets

 

553,800

 

296,289

 

Property, plant and equipment, net

 

45,018

 

44,485

 

Intangible assets, net

 

9,720

 

7,207

 

Deferred income taxes

 

9,222

 

6,269

 

Total assets

 

$

617,760

 

$

354,250

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

213,415

 

$

96,386

 

Employee compensation and benefits payable

 

18,721

 

8,580

 

Deferred revenue

 

33,477

 

10,620

 

Income taxes payable

 

2,668

 

2,013

 

Other accrued liabilities

 

16,714

 

17,413

 

Total current liabilities

 

284,995

 

135,012

 

Long-term debt

 

 

 

Total liabilities

 

284,995

 

135,012

 

 

 

 

 

 

 

Shareholders’ equity

 

 

 

 

 

Common shares (in thousands), par value $0.01 per share 70,000 authorized, 30,259 and 29,461 issued and outstanding

 

303

 

295

 

Additional paid-in capital

 

379,582

 

370,925

 

Accumulated other comprehensive income

 

1,287

 

3,598

 

Accumulated deficit

 

(48,407

)

(155,580

)

Total shareholders’ equity

 

332,765

 

219,238

 

Total liabilities and shareholders’ equity

 

$

617,760

 

$

354,250

 

 

8



 

XYRATEX LTD

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 

 

Nine Months Ended

 

 

 

August 31,

 

August 31,

 

 

 

2010

 

2009

 

 

 

(US dollars in thousands)

 

Cash flows from operating activities:

 

 

 

 

 

Net income (loss)

 

$

107,173

 

$

(17,964

)

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

 

 

 

 

 

Depreciation

 

13,523

 

13,702

 

Amortization of intangible assets

 

2,975

 

2,988

 

Non-cash equity compensation

 

6,732

 

3,867

 

Loss on sale of assets

 

171

 

 

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

 

 

 

 

 

Accounts receivable

 

(102,469

)

(4,487

)

Inventories

 

(120,462

)

28,137

 

Prepaid expenses and other current assets

 

(4,476

)

1,617

 

Accounts payable

 

116,801

 

(5,347

)

Employee compensation and benefits payable

 

10,141

 

(1,236

)

Deferred revenue

 

22,168

 

1,268

 

Income taxes payable

 

655

 

(100

)

Deferred income taxes

 

(2,953

)

 

Other accrued liabilities

 

90

 

183

 

Net cash provided by operating activities

 

50,069

 

22,628

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

Investments in property, plant and equipment

 

(14,121

)

(12,404

)

Acquisition of businesses

 

(4,908

)

 

Net cash used in investing activities

 

(19,029

)

(12,404

)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

Proceeds from issuance of shares

 

1,933

 

87

 

Net cash provided by financing activities

 

1,933

 

87

 

Change in cash and cash equivalents

 

32,973

 

10,311

 

Cash and cash equivalents at beginning of period

 

51,935

 

28,013

 

Cash and cash equivalents at end of period

 

$

84,908

 

$

38,324

 

 

9



 

XYRATEX LTD

SUPPLEMENTAL INFORMATION

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

August 31,

 

August 31,

 

August 31,

 

August 31,

 

 

 

2010

 

2009

 

2010

 

2009

 

 

 

(US dollars in thousands, except 
per share amounts)

 

(US dollars in thousands, except 
per share amounts)

 

 

 

 

 

 

 

 

 

 

 

Summary Reconciliation Of GAAP Net Income (Loss) To Non-GAAP Net Income (Loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP net income (loss)

 

$

37,234

 

$

7,807

 

$

107,173

 

$

(17,964

)

 

 

 

 

 

 

 

 

 

 

Amortization of intangible assets

 

1,018

 

1,011

 

2,975

 

2,988

 

Equity compensation

 

2,455

 

1,395

 

6,732

 

3,867

 

Restructuring costs

 

 

513

 

 

4,728

 

Deferred tax on equity compensation

 

(3,148

)

 

(3,148

)

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP net income (loss)

 

$

37,559

 

$

10,726

 

$

113,732

 

$

(6,381

)

 

 

 

 

 

 

 

 

 

 

Summary Reconciliation Of Diluted GAAP Earnings (Loss) Per Share To Diluted Non-GAAP Earnings (Loss) Per Share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted GAAP earnings (loss) per share

 

$

1.19

 

$

0.26

 

$

3.45

 

$

(0.61

)

 

 

 

 

 

 

 

 

 

 

Amortization of intangible assets

 

0.03

 

0.03

 

0.10

 

0.10

 

Equity compensation

 

0.08

 

0.05

 

0.22

 

0.13

 

Restructuring costs

 

 

0.02

 

 

0.16

 

Deferred tax on equity compensation

 

(0.10

)

 

(0.10

)

 

 

 

 

 

 

 

 

 

 

 

Diluted non-GAAP earnings (loss) per share

 

$

1.20

 

$

0.36

 

$

3.67

 

$

(0.22

)

 

 

 

 

 

 

 

 

 

 

Summary Of Equity Compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenues

 

367

 

217

 

1,064

 

644

 

Research and development

 

721

 

458

 

2,145

 

1,285

 

Selling, general and administrative

 

1,367

 

720

 

3,523

 

1,938

 

 

 

 

 

 

 

 

 

 

 

Total equity compensation

 

2,455

 

1,395

 

6,732

 

3,867

 

 

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, 2010

 

By:

/s/ Richard Pearce

 

 

 

Name: Richard Pearce

 

 

 

Title: Chief Financial Officer