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

THE SECURITIES EXCHANGE ACT OF 1934

 

September 26, 2007

 

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 2007

Q3 Revenues $234.2 million

 

 

Havant, UK — September 26, 2007 — 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, 2007.  Revenues for the third quarter were $234.2 million, a decrease of 11% compared to revenues of $263.1 million for the same period last year.

 

For the third quarter, GAAP net income was $4.3 million, or $0.14 per diluted share, compared to GAAP net income of $17.8 million, or $0.60 per diluted share, in the same period last year. Non-GAAP net income decreased 63% to $7.4 million, or a diluted earnings per share of $0.25, compared to non-GAAP net income of $20.3 million, or $0.69 per diluted share, in the same quarter a year ago (1).

 

Gross profit margin in the third quarter was 17.9%, compared to 21.1% in the same period last year, reflecting the relatively lower proportion of revenues from the Storage Infrastructure business in the quarter.

 

Revenues from sales of our Networked Storage Solutions products were $174 million as compared to $148.6 million in the same quarter a year ago, an increase of 17.1%. Gross profit margin in the Networked Storage Solutions business was 14.9% as compared to 14.1% a year ago. Revenues from sales of our Storage Infrastructure products were $60.2 million as compared to $114.6 million in the same quarter a year ago, a decrease of 47.5%. Gross profit margin in the Storage Infrastructure business was 27.2% as compared to 30.5% a year ago.

 

“Our third quarter results were essentially in line with our expectations. We did a good job of executing to our business plan for the quarter. We continue to focus on expanding our customer base as well as accessing new markets for our

 

2



capital equipment, specifically in the Solar Industry” said Steve Barber, CEO of Xyratex. “Though we still expect some level of uncertainty with regard to our Storage Infrastructure customers’ capital equipment expenditures over the next few quarters, I am confident that the fundamentals of the markets we serve remain good and believe we continue to improve our competitive and technology position.”

 

 

Business Highlights

 

                  We announced an OEM agreement with StorSky, a Chinese Storage technology provider. StorSky will leverage Xyratex RAID technology to offer its customers cost-effective, high-availability storage systems that can be deployed across a variety of environments.

                  We announced that we will provide PAC Data, a leading value added storage distributor, with our 5000 series RAID storage systems. PAC Data, through its PAC Storage Division, will integrate Xyratex’s F5402E, E5402E and F5404E systems into its PAC Storage line of DAS and SAN solutions. The PAC Storage range is designed to provide PAC Data’s storage hardware and software channel partners with highly effective storage solutions for SMEs, large-scale Fortune 500 companies, and government and education end-users.

                  We announced that we had qualified and integrated Seagate’s high efficiency disk drive, the Cheetah NS™, into our 4Gb SBOD storage system, the RS-1602-F4-SBD, and fully qualified it in all legacy Fibre Channel RAID, SBOD and JBOD solutions.

                  According to a recent report by IDC, Xyratex was the world's third largest storage system Original Equipment Manufacturer in 2006 by revenue, growing from fourth position in the prior year.

 

 

Business Outlook

 

The following statements are based on current expectations. These statements are forward-looking, and actual results may differ materially. These statements do not include the potential impact of any future acquisitions or divestitures.

 

                  Revenue in the fourth quarter of 2007 is projected to be in the range $236 to $256 million.

                  Fully diluted earnings per share is anticipated to be between $0.20 and $0.32 on a GAAP basis in the fourth quarter. On a non-GAAP basis, fully diluted earnings per

 

3



 

                        share is anticipated to be between $0.28 and $0.40. Non-GAAP earnings per share excludes non-cash equity compensation, amortization of intangible assets, certain non-recurring items and related taxation expense.

 

 

Conference Call/Webcast Information

Xyratex quarterly results conference call will be broadcast live via the internet at www.xyratex.com/investors on Wednesday, September 26, 2007 at 2:00 p.m. Pacific Time/5:00 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 49939369. The press release will be posted to the company web site www.xyratex.com.

A replay will be available through October 3, 2007 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 31043473.

(1) Non-GAAP net income and diluted earnings per share excludes (a) amortization of intangible assets, (b) equity compensation expense, (c) specified non-recurring items, such as income from sale of a product line and the effect of a reduction in the income tax rate in the United Kingdom, and (d) the related tax effects. Reconciliation of non-GAAP net income and diluted earnings per share to GAAP net income and GAAP diluted earnings 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 whilst 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

 

4



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, is outside the control of management during the period in which the expense is incurred and in addition has not been measured consistently as a result of the implementation of FAS 123R; (c) the income from the sale of the product line is non-recurring and does not form part of the Company’s core operations and the income tax expense resulting from the effect on the deferred tax asset of a reduction in the income tax rate in the United Kingdom is non-recurring; (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.

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 20 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.

Contacts:

 

Xyratex Investor Relations
Brad Driver
Tel: +1 (408) 325-7260
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,

 

 

 

2007

 

2006

 

2007

 

2006

 

 

 

(US dollars in thousands, except per share amounts)

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

Networked Storage Solutions

 

$

174,004

 

$

148,566

 

$

506,774

 

$

431,134

 

Storage Infrastructure

 

60,210

 

114,572

 

176,871

 

311,403

 

Total revenues

 

234,214

 

263,138

 

683,645

 

742,537

 

 

 

 

 

 

 

 

 

 

 

Cost of revenues

 

192,274

 

207,488

 

560,449

 

587,289

 

Gross profit:

 

 

 

 

 

 

 

 

 

Networked Storage Solutions

 

25,847

 

20,933

 

72,408

 

60,948

 

Storage Infrastructure

 

16,403

 

34,999

 

51,670

 

94,943

 

Equity compensation

 

(310

)

(282

)

(882

)

(643

)

Total gross profit

 

41,940

 

55,650

 

123,196

 

155,248

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Research and development

 

20,187

 

18,061

 

58,189

 

53,925

 

Selling, general and administrative

 

16,061

 

15,764

 

45,445

 

44,582

 

Amortization of intangible assets

 

1,517

 

1,318

 

4,819

 

3,693

 

Total operating expenses

 

37,765

 

35,143

 

108,453

 

102,200

 

Operating income

 

4,175

 

20,507

 

14,743

 

53,048

 

Other income

 

 

 

890

 

1,965

 

Interest income, net

 

824

 

429

 

2,253

 

867

 

Income before income taxes

 

4,999

 

20,936

 

17,886

 

55,880

 

Provision for income taxes

 

733

 

3,125

 

1,504

 

7,056

 

Net income

 

$

4,266

 

$

17,811

 

$

16,382

 

$

48,824

 

 

 

 

 

 

 

 

 

 

 

Net earnings per share:

 

 

 

 

 

 

 

 

 

Basic

 

$

0.15

 

$

0.62

 

$

0.57

 

$

1.71

 

Diluted

 

$

0.14

 

$

0.60

 

$

0.55

 

$

1.66

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

Basic

 

29,048

 

28,727

 

28,873

 

28,635

 

Diluted

 

29,941

 

29,516

 

29,840

 

29,499

 

 

 

 

7



XYRATEX LTD

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

 

August 31,

 

November 30,

 

 

 

2007

 

2006

 

 

 

(US dollars and amounts in thousands)

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

64,213

 

$

56,921

 

Accounts receivable, net

 

125,160

 

105,324

 

Inventories

 

89,067

 

93,111

 

Prepaid expenses

 

3,738

 

2,390

 

Deferred income taxes

 

3,000

 

2,513

 

Other current assets

 

7,731

 

7,247

 

Total current assets

 

292,909

 

267,506

 

Property, plant and equipment, net

 

35,657

 

34,471

 

Intangible assets, net

 

57,422

 

58,109

 

Deferred income taxes

 

16,070

 

15,594

 

Total assets

 

$

402,058

 

$

375,680

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

108,552

 

$

84,896

 

Short-term borrowings

 

 

4,000

 

Employee compensation and benefits payable

 

11,747

 

16,645

 

Deferred revenue

 

10,476

 

16,303

 

Income taxes payable

 

1,591

 

1,641

 

Other accrued liabilities

 

11,941

 

14,701

 

Total current liabilities

 

144,307

 

138,186

 

Long-term debt

 

 

3,000

 

Total liabilities

 

144,307

 

141,186

 

 

 

 

 

 

 

Shareholders’ equity

 

 

 

 

 

Common shares of Xyratex Ltd (in thousands), par value $0.01 per share 70,000 authorized, 29,092 and 28,793 issued and outstanding

 

291

 

288

 

Additional paid-in capital

 

352,822

 

344,686

 

Accumulated other comprehensive income

 

1,510

 

2,774

 

Accumulated deficit

 

(96,872

)

(113,254

)

Total shareholders’ equity

 

257,751

 

234,494

 

Total liabilities and shareholders’ equity

 

$

402,058

 

$

375,680

 

 

8



XYRATEX LTD

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 

 

Nine Months Ended

 

 

 

August 31,

 

August 31,

 

 

 

2007

 

2006

 

 

 

(US dollars in thousands)

 

 

 

 

 

 

 

Cash flows from operating activities:

 

 

 

 

 

Net income

 

$

16,382

 

$

48,824

 

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

 

 

 

 

 

Depreciation

 

10,115

 

7,066

 

Amortization of intangible assets

 

4,819

 

3,693

 

Non-cash equity compensation

 

5,820

 

5,376

 

Loss on sale of assets

 

 

265

 

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

 

 

 

 

 

Accounts receivable

 

(19,836

)

(32,072

)

Inventories

 

4,044

 

(56,233

)

Prepaid expenses and other current assets

 

(3,638

)

91

 

Accounts payable

 

23,656

 

40,142

 

Employee compensation and benefits payable

 

(4,898

)

2,292

 

Deferred revenue

 

(5,827

)

3,622

 

Income taxes payable

 

(50

)

(760

)

Deferred income taxes

 

839

 

7,137

 

Other accrued liabilities

 

(1,636

)

3,775

 

Net cash provided by operating activities

 

29,790

 

33,218

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

Investments in property, plant and equipment

 

(11,301

)

(15,591

)

Acquisition of intangible assets

 

(4,855

)

(4,000

)

Acquisition of business, net of cash received

 

(1,661

)

(7,955

)

Net cash used in investing activities

 

(17,817

)

(27,546

)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

Payments of long-term borrowings

 

(7,000

)

(3,000

)

Payment of acquisition note payable

 

 

(3,000

)

Proceeds from issuance of shares

 

2,319

 

3,083

 

Net cash provided by (used in) financing activities

 

(4,681

)

(2,917

)

Change in cash and cash equivalents

 

7,292

 

2,755

 

Cash and cash equivalents at beginning of period

 

56,921

 

41,240

 

Cash and cash equivalents at end of period

 

 $64,213

 

$

43,995

 

 

9



XYRATEX LTD

SUPPLEMENTAL INFORMATION

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

August 31,
2007

 

August 31,
2006

 

August 31,
2007

 

August 31,
2006

 

 

 

(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

 

$

4,266

 

$

17,811

 

$

16,382

 

$

48,824

 

 

 

 

 

 

 

 

 

 

 

Amortization of intangible assets

 

1,517

 

1,318

 

4,819

 

3,693

 

Equity compensation

 

1,990

 

2,052

 

5,820

 

5,376

 

Other income

 

 

 

(890

)

(1,965

)

Reduction in UK tax rates

 

703

 

 

703

 

 

Tax effect of non-GAAP adjustments

 

(1,056

)

(908

)

(2,448

)

(1,861

)

 

 

 

 

 

 

 

 

 

 

Non-GAAP net income

 

$

7,420

 

$

20,273

 

$

24,386

 

$

54,067

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

Diluted GAAP earnings per share

 

$

0.14

 

$

0.60

 

$

0.55

 

$

1.66

 

 

 

 

 

 

 

 

 

 

 

Amortization of intangible assets

 

0.05

 

0.05

 

0.16

 

0.12

 

Equity compensation

 

0.07

 

0.07

 

0.20

 

0.18

 

Other income

 

 

 

(0.03

)

(0.07

)

Reduction in UK tax rates

 

0.02

 

 

0.02

 

 

Tax effect of non-GAAP adjustments

 

(0.03

)

(0.03

)

(0.08

)

(0.06

)

 

 

 

 

 

 

 

 

 

 

Diluted non-GAAP earnings per share

 

0.25

 

$

0.69

 

$

0.82

 

$

1.83

 

 

 

 

 

 

 

 

 

 

 

Summary Of Equity Compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenues

 

310

 

282

 

882

 

643

 

Research and development

 

620

 

586

 

1,766

 

1,405

 

Selling, general and administrative

 

1,060

 

1,184

 

3,172

 

3,328

 

 

 

 

 

 

 

 

 

 

 

Total equity compensation

 

1,990

 

2,052

 

5,820

 

5,376

 

 

 

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 26, 2007

 

By:

/s/ Richard Pearce

 

 

 

Name: Richard Pearce

 

 

 

Title: Chief Financial Officer