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

 

January 6, 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 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-                  

 

 

 



 

FOR IMMEDIATE RELEASE

 

Xyratex Ltd Announces Results for the Fourth Quarter and Fiscal Year 2010

 

Havant, UK, January 6, 2011—Xyratex Ltd. (Nasdaq: XRTX), a leading provider of enterprise class data storage subsystems and storage process technology, today announced results for the fourth quarter and fiscal year ended November 30, 2010.  Revenues for the fourth quarter were $396.8 million, an increase of 63.3% compared to revenues of $243 million for the same period last year.

 

For the fourth quarter, GAAP net income was $32.3 million, or $1.02 per diluted share compared to a GAAP net income of $1.6 million in the same period last year. Non-GAAP net income increased to $21.9 million, or a diluted earnings per share of $0.69, compared to non-GAAP net income of $7.9 million, or $0.26 per diluted share, in the same quarter a year ago(1).

 

Gross profit margin in the fourth quarter was 16.1%, compared to 15.6% in the same period last year and 17.6% in the prior quarter. The change from the prior quarter was primarily due to the decrease in the proportion of Storage Infrastructure (SI) revenues.   Gross profit margin for fiscal year 2010 was 17.5% compared to 14.4% in the previous year. The increase from the prior year was primarily due to the increase in SI revenues.

 

Revenues from sales of our Networked Storage Solutions (NSS) products were $326.8 million in the fourth quarter as compared to $203.4 million in the same quarter a year ago, an increase of 60.6%. Gross profit margin in the NSS business was 13.3% as compared to 13.2% a year ago. Revenues from sales of our SI products were $70 million as compared to $39.5 million in the same quarter a year ago, an increase of 77%. Gross profit margin in the SI business was 29.7% as compared to 28.7% a year ago.

 

Revenues for fiscal year 2010 were $1,601.9 million, an increase of 84.6%, compared to revenues of $867.9 million for fiscal year 2009. Revenues from sales of our NSS products were $1,258.9 million for the year as compared to $762 million in 2009, an increase of 65.2%. Revenues from sales of our SI products were $342.9 million as compared to $105.9 million in 2009, an increase of 223.9%.

 

GAAP net income for fiscal year 2010 was $139.4 million or $4.46 per diluted share compared to a GAAP net loss of $16.4 million for fiscal year 2009. Non-GAAP net income for fiscal year 2010 increased to $135.7 million, or a diluted earnings per share of $4.34, compared to non-GAAP net income of $1.5 million, or $0.05 per diluted share, for fiscal year 2009.

 

2



 

Board of Directors Approves Shareholder Dividend Program

 

Additionally, today the Company announced that it intends to initiate a quarterly dividend program commencing in the third fiscal quarter 2011 providing an annual yield of approximately 2%.

 

“Our results for Fiscal Year 2010 were outstanding and well above our original expectations. We achieved record revenue and earnings through excellent execution and meeting the strong demand from our customers in both businesses. The results for the year support our strong position in the industries we serve and our ongoing effort and focus in expanding our partnership with our existing customers and in developing partnerships with new customers. We have consciously increased our R&D investments during the year to ensure, in a competitive market place, that we are able to provide leading innovation and technology to benefit our customers’ solutions. I continue to be encouraged by the industry dynamics and the demand environment we are seeing for 2011 and believe that our business strategies are aligned with the industry dynamics over the next few years,” said Steve Barber, CEO of Xyratex. “Finally, I am pleased we have been able to announce our intention to pay dividends to our shareholders. This demonstrates our confidence in the long term strategy.”

 

Business Outlook

 

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

 

·                  Revenue in the first quarter of 2011 is projected to be in the range of $355 to $405 million.

·                  Fully diluted earnings per share is anticipated to be between $0.04 and $0.40 on a GAAP basis in the first quarter. On a non-GAAP basis fully diluted earnings per share is anticipated to be between $0.12 and $0.48. Non-GAAP earnings per share excludes amortization of intangible assets, equity compensation expense, specified non-recurring items and related taxation expense.

 

Conference Call/Webcast Information

 

The company will host a conference call to discuss its results at 1:30 p.m. PT/4:30 p.m. ET on Thursday, January 6, 2011.

 

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

United States

(866) 578-5784

Outside the United States

(617) 213-8056

Passcode

13939783

 

A replay will be available via the company’s website www.xyratex.com/investors, or can be accessed by telephone through January 13, 2011 as follows:

United States

(888) 286-8010

Outside the United States

(617) 801-6888

Passcode

45592865

 

3



 


(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 restructuring costs and the release of the valuation allowance against a deferred tax asset and (d) the related tax effects. Reconciliation of non-GAAP net income and diluted earnings 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 and the release of the valuation allowance against a deferred tax asset is non-recurring,  non-cash and is 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.

 

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 first 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.

 

4



 

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, changes in our customers’ volume requirements, 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.

 

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 manufacturers 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, +1 510 687-5260

Email: bdriver@us.xyratex.com

Website: www.xyratex.com

 

5



 

XYRATEX LTD

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 

 

 

Three Months Ended,

 

Year Ended,

 

 

 

November 30,

 

November 30,

 

November 30,

 

November 30,

 

 

 

2010

 

2009

 

2010

 

2009

 

 

 

(US dollars in thousands, except per share amounts)

 

 

 

 

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

Networked Storage Solutions

 

$

326,808

 

$

203,439

 

$

1,258,940

 

$

762,028

 

Storage Infrastructure

 

69,974

 

39,534

 

342,943

 

105,863

 

Total revenues

 

396,782

 

242,973

 

1,601,883

 

867,891

 

 

 

 

 

 

 

 

 

 

 

Cost of revenues

 

333,032

 

205,014

 

1,322,115

 

742,615

 

Gross profit:

 

 

 

 

 

 

 

 

 

Networked Storage Solutions

 

43,438

 

26,874

 

166,882

 

97,981

 

Storage Infrastructure

 

20,789

 

11,348

 

114,427

 

28,202

 

Equity compensation

 

(477

)

(263

)

(1,541

)

(907

)

Total gross profit

 

63,750

 

37,959

 

279,768

 

125,276

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Research and development

 

28,750

 

17,560

 

92,705

 

71,062

 

Selling, general and administrative

 

17,226

 

13,538

 

60,002

 

56,463

 

Amortization of intangible assets

 

694

 

951

 

3,669

 

3,939

 

Restructuring costs

 

 

1,170

 

 

5,898

 

Total operating expenses

 

46,670

 

33,219

 

156,376

 

137,362

 

Operating income (loss)

 

17,080

 

4,740

 

123,392

 

(12,086

)

Interest income, net

 

35

 

4

 

45

 

114

 

Income (loss) before income taxes

 

17,115

 

4,744

 

123,437

 

(11,972

)

Provision (benefit) for income taxes

 

(15,140

)

3,194

 

(15,991

)

4,442

 

Net income (loss)

 

$

32,255

 

$

1,550

 

$

139,428

 

$

(16,414

)

 

 

 

 

 

 

 

 

 

 

Net earnings (loss) per share:

 

 

 

 

 

 

 

 

 

Basic

 

$

1.07

 

$

0.05

 

$

4.63

 

$

(0.56

)

Diluted

 

$

1.02

 

$

0.05

 

$

4.46

 

$

(0.56

)

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

Basic

 

30,262

 

29,462

 

30,101

 

29,402

 

Diluted

 

31,703

 

30,588

 

31,270

 

29,402

 

 

6



 

XYRATEX LTD

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

 

November 30,

 

November 30,

 

 

 

2010

 

2009

 

 

 

(US dollars and amounts in
thousands)

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

90,842

 

$

51,935

 

Accounts receivable, net

 

209,044

 

124,715

 

Inventories

 

195,936

 

108,625

 

Prepaid expenses

 

3,154

 

4,784

 

Deferred income taxes

 

8,204

 

405

 

Other current assets

 

3,876

 

5,825

 

Total current assets

 

511,056

 

296,289

 

Property, plant and equipment, net

 

45,687

 

44,485

 

Intangible assets, net

 

9,326

 

7,207

 

Deferred income taxes

 

14,913

 

6,269

 

Total assets

 

$

580,982

 

$

354,250

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

155,792

 

$

96,386

 

Employee compensation and benefits payable

 

22,638

 

8,580

 

Deferred revenue

 

17,958

 

10,620

 

Income taxes payable

 

730

 

2,013

 

Other accrued liabilities

 

16,533

 

17,413

 

Total current liabilities

 

213,651

 

135,012

 

Long-term debt

 

 

 

Total liabilities

 

213,651

 

135,012

 

 

 

 

 

 

 

Shareholders’ equity

 

 

 

 

 

Common shares (in thousands), par value $0.01 per share 70,000 authorized, 30,276 and 29,461 issued and outstanding

 

303

 

295

 

Additional paid-in capital

 

382,684

 

370,925

 

Accumulated other comprehensive income

 

496

 

3,598

 

Accumulated deficit

 

(16,152

)

(155,580

)

Total shareholders’ equity

 

367,331

 

219,238

 

Total liabilities and shareholders’ equity

 

$

580,982

 

$

354,250

 

 

7



 

XYRATEX LTD

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 

 

Year Ended

 

 

 

November 30,

 

November 30,

 

 

 

2010

 

2009

 

 

 

(US dollars in thousands)

 

Cash flows from operating activities:

 

 

 

 

 

Net income (loss)

 

$

139,428

 

$

(16,414

)

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

 

 

 

 

 

Depreciation

 

18,440

 

18,197

 

Amortization of intangible assets

 

3,669

 

3,939

 

Non-cash equity compensation

 

9,654

 

5,625

 

Loss on sale of assets

 

796

 

 

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

 

 

 

 

 

Accounts receivable

 

(84,004

)

16,164

 

Inventories

 

(86,917

)

19,558

 

Prepaid expenses and other current assets

 

487

 

165

 

Accounts payable

 

59,178

 

(14,909

)

Employee compensation and benefits payable

 

14,058

 

(1,165

)

Deferred revenue

 

6,649

 

2,234

 

Income taxes payable

 

(1,283

)

(560

)

Deferred income taxes

 

(16,443

)

3,021

 

Other accrued liabilities

 

(4,052

)

3,433

 

Net cash provided by operating activities

 

59,660

 

39,288

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

Investments in property, plant and equipment

 

(20,332

)

(15,453

)

Acquisition of businesses

 

(4,908

)

 

Net cash used in investing activities

 

(25,240

)

(15,453

)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

Increase in checks outstanding

 

2,374

 

 

Proceeds from issuance of shares

 

2,113

 

87

 

Net cash provided by financing activities

 

4,487

 

87

 

Change in cash and cash equivalents

 

38,907

 

23,922

 

Cash and cash equivalents at beginning of period

 

51,935

 

28,013

 

Cash and cash equivalents at end of period

 

$

90,842

 

$

51,935

 

 

8



 

XYRATEX LTD

SUPPLEMENTAL INFORMATION

 

 

 

Three Months Ended

 

Year Ended

 

 

 

November 30,

 

November 30,

 

November 30,

 

November 30,

 

 

 

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)

 

$

32,255

 

$

1,550

 

$

139,428

 

$

(16,414

)

 

 

 

 

 

 

 

 

 

 

Amortization of intangible assets

 

694

 

951

 

3,669

 

3,939

 

Equity compensation

 

2,922

 

1,758

 

9,654

 

5,625

 

Restructuring costs

 

 

1,170

 

 

5,898

 

Deferred tax on equity compensation

 

(93

)

 

(3,241

)

 

Release of deferred tax valuation allowance

 

(13,845

)

2,460

 

(13,845

)

2,460

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP net income (loss)

 

$

21,933

 

$

7,889

 

$

135,665

 

$

1,508

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted GAAP earnings (loss) per share

 

$

1.02

 

$

0.05

 

$

4.46

 

$

(0.56

)

 

 

 

 

 

 

 

 

 

 

Amortization of intangible assets

 

0.02

 

0.03

 

0.12

 

0.13

 

Equity compensation

 

0.09

 

0.06

 

0.31

 

0.19

 

Restructuring costs

 

 

0.04

 

 

0.20

 

Deferred tax on equity compensation

 

(0.00

)

 

(0.10

)

 

Release of deferred tax valuation allowance

 

(0.44

)

0.08

 

(0.44

)

0.08

 

 

 

 

 

 

 

 

 

 

 

Diluted non-GAAP earnings (loss) per share

 

$

0.69

 

$

0.26

 

$

4.34

 

$

0.05

 

 

 

 

 

 

 

 

 

 

 

Summary Of Equity Compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenues

 

477

 

263

 

1,541

 

907

 

Research and development

 

962

 

571

 

3,107

 

1,856

 

Selling, general and administrative

 

1,483

 

924

 

5,006

 

2,862

 

 

 

 

 

 

 

 

 

 

 

Total equity compensation

 

2,922

 

1,758

 

9,654

 

5,625

 

 

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: January 6, 2011

 

By:

/s/ Richard Pearce

 

 

 

Name: Richard Pearce

 

 

 

Title: Chief Financial Officer

 

10