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

 

October 2, 2012

 

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): ¨

 

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): ¨

 

 

 



 

NEWS RELEASE

For Immediate Release

 

Xyratex Ltd Announces Results for the Third Quarter Fiscal Year 2012

Declares Quarterly Cash Dividend

 

Havant, UK — October 2, 2012 — Xyratex Ltd (Nasdaq: XRTX), a leading provider of data storage technology, today announced results for the third fiscal quarter ended August 31, 2012. Revenues for the third quarter were $275.7 million, a decrease of 24% compared to revenues of $361.8 million for the same period last year.

 

For the third quarter, GAAP net income was $7.7 million, or $0.28 per diluted share, compared to GAAP net income of $9.7 million, or $0.32 per share, in the same period last year. Non-GAAP net income was $10.3 million, or $0.37 per diluted share, compared to non-GAAP net income of $12.7 million, or $0.42 per share, in the same quarter a year ago(1).

 

Gross profit margin in the third quarter was 18.5%, compared to 16.7% in the same period last year and 16.5% in the prior quarter. The increase from last year primarily reflects improved gross margins for HDD Capital Equipment products.

 

Today, the Company also announced that its Board of Directors has approved a quarterly cash dividend of $0.075 per share, unchanged from the prior quarter. The dividend will be payable on October 30, 2012 to shareholders of record as of the close of business on October 16, 2012. This dividend represents a quarterly payout of approximately $2.0 million in aggregate, or $8.0 million on an annualized basis.

 

During the quarter the Company repurchased 892,922 of its common shares at a total cost of $10.0 million under its previously announced share repurchase plan, bringing the total repurchases in the first nine months of the 2012 fiscal year to 1,199,275 common shares at a total cost of $13.6 million. The Company’s cash balance amounted to $103.2 million at the end of the third quarter, a decrease of $28.6 million from the prior quarter due primarily to increased inventories resulting from reduced sales.

 

“Our third quarter proved to be a very challenging quarter due to a number of factors as we stated in our press release last month. Over the last few weeks, we have been able to resolve most of the technical and performance issues with our latest Capital Equipment and High Performance Computing products that prevented us from recognizing the associated product revenue prior to the end of the third quarter and we are working very closely with our customers to resolve the remaining issues. I am confident that we will be able to successfully meet all the required technical requirements for the respective products. With regard to the weaker than expected enterprise storage demand that impacted our quarterly results, I do believe that the industry dynamics are weaker than what was expected a few months ago and as a result we have taken a more cautious outlook going forward,” said Steve Barber, CEO of Xyratex. “Over the next 18 to 24 months we have a number of new opportunities, particularly in the area of Big Data/High Performance Computing that I believe will be positive for the Company. We will

 

2



 

continue to focus on new growth opportunities while also managing our costs and investments. With a strong balance sheet, I believe we are well positioned to capitalize on these opportunities.”

 

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 fiscal quarter of 2012 is projected to be in the range of $235 million to $285 million.

 

·                  We anticipate recording a loss per share of between $0.15 and $0.43 on a non-GAAP basis in the fourth quarter. Non-GAAP earnings per share excludes amortization of intangible assets, equity compensation expense, specified non-recurring items and related taxation expense.

 

Conference Call Information

 

The Company will host a conference call to discuss its results at 1:30 p.m. PT/4:30 p.m. ET on Tuesday, October 2, 2012.

 

The conference call can be accessed online via the Company’s website www.xyratex.com/investors, or by telephone as follows:

United States

(800) 561-2731

Outside the United States

(617) 614-3528

Passcode

86990813

 

A replay will be available via the Company’s website www.xyratex.com/investors, or can be accessed by telephone through October 9, 2012 as follows:

United States

(888) 286-8010

Outside the United States

(617) 801-6888

Passcode

33193526

 


(1) Non-GAAP net income and diluted earnings per share exclude (a) amortization of intangible assets, (b) equity compensation expense, (c) the tax effects related to (a) and (b), (d) the recognition of a Malaysia deferred tax asset in the first quarter of fiscal 2012 and (e) 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 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.

 

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

 

3



 

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 the Company 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 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 recognition of the Malaysia deferred tax asset relates to the potential for the non-renewal of certain tax incentive arrangements in 2012; (d) is non-recurring and will reverse if the incentive arrangements are renewed; and (e) 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 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 retain major customers and meet the required technical and performance specifications of our products in a timely manner or at all, the cyclical nature of the markets in which we operate, changes in our customers’ volume requirements, our inability to compete successfully in the competitive and rapidly changing marketplace in which we operate, deterioration in global economic conditions, diminished growth in the volume of digital information, patent infringement claims and our inability to protect our intellectual property and the impact of natural disasters. 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,” “projects,” “potential,” “continue,” or the negative of these terms or other comparable

 

4



 

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.

 

About Xyratex

 

Xyratex is a leading provider of data storage technology, including modular solutions for the enterprise data storage industry, and hard disk drive (HDD) capital equipment for the HDD industry. Xyratex enterprise data storage platforms provide a range of advanced, scalable data storage solutions for the Original Equipment Manufacturer and High Performance Computing communities. As the largest capital equipment supplier to the HDD industry, Xyratex 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 North America, Asia and Europe.

 

Contact:

 

Vice President of Investor Relations

Brad Driver

Tel: +1 (510) 687-5260

Email: bdriver@xyratex.com

Website: www.xyratex.com

 

5



 

XYRATEX LTD

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 

 

 

Three Months Ended,

 

Nine Months Ended,

 

 

 

August 31,

 

August 31,

 

August 31,

 

August 31,

 

 

 

2012

 

2011

 

2012

 

2011

 

 

 

(US dollars in thousands, except per share amounts)

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

275,670

 

$

361,836

 

$

893,452

 

$

1,060,883

 

Cost of revenues

 

224,653

 

301,465

 

736,121

 

907,411

 

Gross profit

 

51,017

 

60,371

 

157,331

 

153,472

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Research and development

 

25,308

 

30,047

 

77,231

 

88,272

 

Selling, general and administrative

 

17,192

 

16,698

 

50,925

 

52,114

 

Amortization of intangible assets

 

617

 

1,230

 

2,537

 

3,279

 

Total operating expenses

 

43,117

 

47,975

 

130,693

 

143,665

 

Operating income

 

7,900

 

12,396

 

26,638

 

9,807

 

Interest income, net

 

283

 

209

 

623

 

288

 

Income before income taxes

 

8,183

 

12,605

 

27,261

 

10,095

 

Provision for income taxes

 

437

 

2,948

 

1,658

 

314

 

Net income

 

$

7,746

 

$

9,657

 

$

25,603

 

$

9,781

 

 

 

 

 

 

 

 

 

 

 

Net earnings per share:

 

 

 

 

 

 

 

 

 

Basic

 

$

0.29

 

$

0.33

 

$

0.93

 

$

0.32

 

Diluted

 

$

0.28

 

$

0.32

 

$

0.90

 

$

0.31

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

Basic

 

27,171

 

29,499

 

27,674

 

30,280

 

Diluted

 

27,764

 

30,299

 

28,423

 

31,232

 

 

 

 

 

 

 

 

 

 

 

Cash dividends declared per share

 

$

0.08

 

$

0.05

 

$

0.22

 

$

0.05

 

 

6



 

XYRATEX LTD

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

 

August 31,

 

November 30,

 

 

 

2012

 

2011

 

 

 

(US dollars and amounts in
thousands)

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

103,177

 

$

132,630

 

Accounts receivable, net

 

143,205

 

200,742

 

Inventories

 

209,108

 

164,180

 

Prepaid expenses

 

4,389

 

3,296

 

Deferred income taxes

 

1,411

 

9,020

 

Other current assets

 

3,528

 

7,016

 

Total current assets

 

464,818

 

516,884

 

Property, plant and equipment, net

 

43,072

 

45,215

 

Intangible assets, net

 

15,591

 

18,128

 

Deferred income taxes

 

20,468

 

13,476

 

Total assets

 

$

543,949

 

$

593,703

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

104,873

 

$

168,696

 

Employee compensation and benefits payable

 

16,391

 

21,786

 

Deferred revenue

 

24,350

 

7,692

 

Income taxes payable

 

221

 

43

 

Other accrued liabilities

 

15,874

 

26,312

 

Total current liabilities

 

161,709

 

224,529

 

Long-term debt

 

 

 

Total liabilities

 

161,709

 

224,529

 

 

 

 

 

 

 

Shareholders’ equity

 

 

 

 

 

Common shares (in thousands), par value $0.01 per share 70,000 authorized, 27,024 and 27,568 issued and outstanding

 

270

 

276

 

Additional paid-in capital

 

353,185

 

361,070

 

Accumulated other comprehensive deficit

 

 

(1,337

)

Accumulated income

 

28,785

 

9,165

 

Total shareholders’ equity

 

382,240

 

369,174

 

Total liabilities and shareholders’ equity

 

$

543,949

 

$

593,703

 

 

7



 

XYRATEX LTD

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 

 

Nine Months Ended,

 

 

 

August 31,

 

August 31,

 

 

 

2012

 

2011

 

 

 

(US dollars in thousands)

 

Cash flows from operating activities:

 

 

 

 

 

Net income

 

$

25,603

 

$

9,781

 

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

 

 

 

 

 

Depreciation

 

12,528

 

15,031

 

Amortization of intangible assets

 

2,537

 

3,279

 

Non-cash equity compensation

 

5,048

 

6,268

 

Loss (gain) on sale of assets

 

1,183

 

(44

)

Deferred income taxes

 

171

 

(2,016

)

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

 

 

 

 

 

Accounts receivable

 

57,537

 

34,302

 

Inventories

 

(44,928

)

38,739

 

Prepaid expenses and other current assets

 

2,395

 

(3,654

)

Accounts payable

 

(63,823

)

3,793

 

Employee compensation and benefits payable

 

(5,395

)

(4,118

)

Deferred revenue

 

16,658

 

(6,451

)

Income taxes payable

 

178

 

365

 

Other accrued liabilities

 

(3,634

)

4,141

 

Net cash provided by operating activities

 

6,058

 

99,416

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

Investments in property, plant and equipment

 

(11,568

)

(15,521

)

Payment for acquisition of intangible assets

 

(3,500

)

(4,700

)

Acquisition of business

 

 

(6,084

)

Net cash used in investing activities

 

(15,068

)

(26,305

)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

Proceeds from issuance of shares

 

661

 

2

 

Repurchase of shares

 

(13,600

)

(23,884

)

Dividends to shareholders

 

(7,504

)

(1,459

)

Decrease in book overdraft

 

 

(2,374

)

Net cash used in financing activities

 

(20,443

)

(27,715

)

Change in cash and cash equivalents

 

(29,453

)

45,396

 

Cash and cash equivalents at beginning of period

 

132,630

 

90,842

 

Cash and cash equivalents at end of period

 

$

103,177

 

$

136,238

 

 

8



 

XYRATEX LTD

SUPPLEMENTAL INFORMATION

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

August 31,

 

August 31,

 

August 31,

 

August 31,

 

 

 

2012

 

2011

 

2012

 

2011

 

 

 

(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

 

$

7,746

 

$

9,657

 

$

25,603

 

$

9,781

 

 

 

 

 

 

 

 

 

 

 

Amortization of intangible assets

 

617

 

1,230

 

2,537

 

3,279

 

Equity compensation

 

1,203

 

1,855

 

5,048

 

6,268

 

Tax effect of above non-GAAP adjustments

 

(482

)

(1,127

)

(1,924

)

(2,140

)

Effect of changes in tax rates

 

1,239

 

1,044

 

1,239

 

1,044

 

Malaysia deferred tax asset recognized

 

 

 

(1,489

)

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP net income

 

$

10,323

 

$

12,659

 

$

31,014

 

$

18,232

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted GAAP earnings per share

 

$

0.28

 

$

0.32

 

$

0.90

 

$

0.31

 

 

 

 

 

 

 

 

 

 

 

Amortization of intangible assets

 

0.02

 

0.04

 

0.09

 

 

0.11

 

Equity compensation

 

0.04

 

0.06

 

0.18

 

 

0.21

 

Tax effect of above non-GAAP adjustments

 

(0.02

)

(0.04

)

(0.07

)

 

(0.07

)

Effect of changes in tax rates

 

0.05

 

0.03

 

0.04

 

 

0.03

 

Malaysia deferred tax asset recognized

 

 

 

(0.05

)

 

 

 

 

 

 

 

 

 

 

 

 

Diluted non-GAAP earnings per share

 

$

0.37

 

$

0.42

 

$

1.09

 

$

0.59

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segmental Information

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

Enterprise Data Storage Solutions

 

$

223,380

 

$

336,621

 

$

773,908

 

$

971,969

 

HDD Capital Equipment

 

52,290

 

25,215

 

119,544

 

88,914

 

Total

 

$

275,670

 

$

361,836

 

$

893,452

 

$

1,060,883

 

 

 

 

 

 

 

 

 

 

 

Gross profit:

 

 

 

 

 

 

 

 

 

Enterprise Data Storage Solutions

 

$

34,370

 

$

58,063

 

$

126,839

 

$

150,187

 

HDD Capital Equipment

 

16,872

 

2,420

 

31,177

 

3,947

 

Equity compensation

 

(225

)

(112

)

(685

)

(662

)

Total

 

$

51,017

 

$

60,371

 

$

157,331

 

$

153,472

 

 

 

 

 

 

 

 

 

 

 

Summary Of Equity Compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenues

 

$

225

 

$

112

 

$

685

 

$

662

 

Research and development

 

403

 

697

 

1,778

 

2,244

 

Selling, general and administrative

 

575

 

1,046

 

2,585

 

3,362

 

 

 

 

 

 

 

 

 

 

 

Total equity compensation

 

$

1,203

 

$

1,855

 

$

5,048

 

$

6,268

 

 

9



 

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: October 2, 2012

By:

/s/ Richard Pearce

 

 

Name: Richard Pearce

 

 

Title: Chief Financial Officer

 

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