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

 

June 24, 2009

 

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 Second Quarter Fiscal Year 2009

 

Havant, UK — June 24, 2009 — Xyratex Ltd (Nasdaq: XRTX), a leading provider of enterprise class data storage subsystems and storage process technology, today announced results for the second fiscal quarter ended May 31, 2009.  Revenues for the second quarter were $194.7 million, a decrease of 26.9% compared to revenues of $266.5 million for the same period last year.

 

For the second quarter, GAAP net loss was $9.6 million, or $0.33 per share, compared to GAAP net income of $2.2 million, or $0.07 per share, in the same period last year. Non-GAAP net loss was $6.7 million, or $0.23 per share, compared to non-GAAP net income of $4.6 million, or $0.15 per share, in the same quarter a year ago (1).

 

Gross profit margin in the first quarter was 12.9%, compared to 15.3% in the same period last year due to the reduction in Storage Infrastructure revenues and a change in the sales mix of Networked Storage Solutions products.

 

Revenues from our Networked Storage Solutions products were $184.3 million as compared to $232.6 million in the same quarter a year ago, a decrease of 20.8%. Gross profit margin in the Networked Storage Solutions business was 12.7% as compared to 14% a year ago. Revenues from our Storage Infrastructure products were $10.5 million as compared to $33.9 million in the same quarter a year ago, a decrease of 69%. Gross profit margin in the Storage Infrastructure business was 18% as compared to 24.9% a year ago.

 

2



 

“Though the global economic environment has continued to pose some challenging business conditions, we are starting to see some positive indications that our customers are experiencing signs of market demand stabilization. We continue to work with our customers in ensuring we are executing effectively in meeting their product demand and technology requirements,” said Steve Barber, CEO of Xyratex. “I was satisfied with the actions taken in reducing expenses through the quarter and remain focused on demand creation and expense management as we enter the second half of the fiscal year. I believe we have taken the right actions to position ourselves for growth within the markets we serve.”

 

Conference Call/Webcast Information

 

Xyratex quarterly results conference call will be broadcast live via the internet at www.xyratex.com/investors on Wednesday, June 24, 2009 at 2:00 p.m. Pacific Time/5:00 p.m. Eastern Time. You can also access the conference call by dialing +1 (866) 362-4829 in the United States and +1 (617) 597-5346 outside of the United States, passcode 98217287. The press release will be posted to the company web site www.xyratex.com.

 

A replay will be available through July 1, 2009 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 41824971.

 


(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, the impairment of goodwill and valuation allowance against a deferred tax asset, (d) the related tax effects and (e) the effect of changes in exchange rates on the income tax 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.

 

3



 

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 impairment of goodwill and the valuation allowance against the deferred tax asset are non-recurring,  non-cash and 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; (e) the effect of changes in exchange rates on deferred tax balances is non-cash and is not comparable across periods or with other companies.

 

Safe Harbor Statement

 

This press release contains forward—looking statements. These statements relate to future events or our future financial performance. 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.

 

4



 

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.

 

Contacts:

 

Xyratex Investor Relations
Brad Driver
Tel: +1 (408) 325-7260
Email: bdriver@us.xyratex.com
Website: www.xyratex.com

 

5



 

XYRATEX LTD

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 

 

 

Three Months Ended,

 

Six Months Ended

 

 

 

May 31,

 

May 31,

 

May 31,

 

May 31,

 

 

 

2009

 

2008

 

2009

 

2008

 

 

 

(US dollars in thousands, except per share amounts)

 

 

 

 

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

Networked Storage Solutions

 

$

184,257

 

$

232,594

 

$

349,982

 

$

420,370

 

Storage Infrastructure

 

10,482

 

33,861

 

28,642

 

63,139

 

Total revenues

 

194,739

 

266,455

 

378,624

 

483,509

 

 

 

 

 

 

 

 

 

 

 

Cost of revenues

 

169,540

 

225,736

 

332,533

 

410,019

 

Gross profit:

 

 

 

 

 

 

 

 

 

Networked Storage Solutions

 

23,469

 

32,632

 

41,858

 

60,231

 

Storage Infrastructure

 

1,892

 

8,420

 

4,660

 

13,946

 

Equity compensation

 

(162

)

(333

)

(427

)

(687

)

Total gross profit

 

25,199

 

40,719

 

46,091

 

73,490

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Research and development

 

17,512

 

21,613

 

36,259

 

40,892

 

Selling, general and administrative

 

14,833

 

15,673

 

28,660

 

30,652

 

Amortization of intangible assets

 

1,011

 

1,158

 

1,977

 

2,537

 

Restructuring costs

 

1,099

 

 

4,215

 

 

Total operating expenses

 

34,455

 

38,444

 

71,111

 

74,081

 

Operating income (loss)

 

(9,256

)

2,275

 

(25,020

)

(591

)

Interest income, net

 

25

 

368

 

85

 

1,267

 

Income (loss) before income taxes

 

(9,231

)

2,643

 

(24,935

)

676

 

Provision for income taxes

 

412

 

399

 

836

 

651

 

Net income (loss)

 

$

(9,643

)

$

2,244

 

$

(25,771

)

$

25

 

 

 

 

 

 

 

 

 

 

 

Net earnings (loss) per share:

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.33

)

$

0.08

 

$

(0.88

)

$

0.00

 

Diluted

 

$

(0.33

)

$

0.07

 

$

(0.88

)

$

0.00

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

Basic

 

29,462

 

29,242

 

29,349

 

29,184

 

Diluted

 

29,462

 

30,039

 

29,349

 

29,893

 

 

6



 

XYRATEX LTD

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

 

May 31,

 

November 30,

 

 

 

2009

 

2008

 

 

 

(US dollars and amounts in
thousands)

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

27,223

 

$

28,013

 

Accounts receivable, net

 

103,066

 

140,879

 

Inventories

 

102,148

 

128,183

 

Prepaid expenses

 

2,690

 

2,746

 

Deferred income taxes

 

1,000

 

1,000

 

Other current assets

 

2,590

 

4,430

 

Total current assets

 

238,717

 

305,251

 

Property, plant and equipment, net

 

48,122

 

47,229

 

Intangible assets, net

 

9,185

 

11,162

 

Deferred income taxes

 

8,709

 

9,545

 

Total assets

 

$

304,733

 

$

373,187

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

75,818

 

$

111,295

 

Employee compensation and benefits payable

 

7,904

 

9,745

 

Deferred revenue

 

4,927

 

8,386

 

Income taxes payable

 

2,612

 

2,573

 

Foreign currency contracts

 

2,310

 

13,266

 

Other accrued liabilities

 

10,870

 

14,333

 

Total current liabilities

 

104,441

 

159,598

 

Long-term debt

 

 

 

Total liabilities

 

104,441

 

159,598

 

 

 

 

 

 

 

Shareholders’ equity

 

 

 

 

 

Common shares (in thousands), par value $0.01 per share 70,000 authorized, 29,462 and 29,146 issued and outstanding

 

294

 

291

 

Additional paid-in capital

 

367,788

 

366,067

 

Accumulated other comprehensive loss

 

(2,853

)

(13,603

)

Accumulated deficit

 

(164,937

)

(139,166

)

Total shareholders’ equity

 

200,292

 

213,589

 

Total liabilities and shareholders’ equity

 

$

304,733

 

$

373,187

 

 

7



 

XYRATEX LTD

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 

 

Six Months Ended,

 

 

May 31,

 

May 31,

 

 

 

2009

 

2008

 

 

 

(US dollars in thousands)

Cash flows from operating activities:

 

 

 

 

 

Net income (loss)

 

$

(25,771

)

$

25

 

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

 

 

 

 

 

Depreciation

 

9,062

 

7,089

 

Amortization of intangible assets

 

1,977

 

2,537

 

Non-cash equity compensation

 

2,472

 

4,176

 

Loss on sale of assets

 

 

 

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

 

 

 

 

 

Accounts receivable

 

37,813

 

(22,945

)

Inventories

 

26,035

 

(48,691

)

Prepaid expenses and other current assets

 

1,896

 

279

 

Accounts payable

 

(35,477

)

60,820

 

Employee compensation and benefits payable

 

(1,841

)

(2,362

)

Deferred revenue

 

(3,459

)

(5,191

)

Income taxes payable

 

39

 

130

 

Deferred income taxes

 

1

 

(72

)

Other accrued liabilities

 

(3,669

)

1,784

 

Net cash provided by (used in) operating activities

 

9,078

 

(2,421

)

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

Investments in property, plant and equipment

 

(9,955

)

(11,578

)

Net cash used in investing activities

 

(9,955

)

(11,578

)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

Repurchases of common shares

 

 

(3,101

)

Proceeds from issuance of shares

 

87

 

1,010

 

Net cash provided by (used in) financing activities

 

87

 

(2,091

)

Change in cash and cash equivalents

 

(790

)

(16,090

)

Cash and cash equivalents at beginning of period

 

28,013

 

70,678

 

Cash and cash equivalents at end of period

 

$

27,223

 

$

54,588

 

 

8



 

XYRATEX LTD

SUPPLEMENTAL INFORMATION

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

May 31,

 

May 31,

 

May 31,

 

May 31,

 

 

 

2009

 

2008

 

2009

 

2008

 

 

 

(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)

 

$

(9,643

)

$

2,244

 

$

(25,771

)

$

25

 

 

 

 

 

 

 

 

 

 

 

Amortization of intangible assets

 

1,011

 

1,158

 

1,977

 

2,537

 

Equity compensation

 

942

 

1,976

 

2,472

 

4,176

 

Restructuring costs

 

1,099

 

 

4,215

 

 

Tax effect of non-GAAP adjustments

 

(114

)

(900

)

(383

)

(1,973

)

Effect on deferred tax of changes to UK tax rates and exchange rates

 

 

82

 

 

544

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP net income (loss)

 

$

(6,705

)

$

4,560

 

$

(17,490

)

$

5,309

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted GAAP earnings (loss) per share

 

$

(0.33

)

$

0.07

 

$

(0.88

)

$

0.00

 

 

 

 

 

 

 

 

 

 

 

Amortization of intangible assets

 

0.03

 

0.04

 

0.07

 

0.09

 

Equity compensation

 

0.03

 

0.07

 

0.08

 

0.14

 

Restructuring costs

 

0.04

 

 

0.14

 

 

Tax effect of other non-GAAP adjustments

 

(0.00

)

(0.03

)

(0.01

)

(0.07

)

Effect on deferred tax of changes to UK tax rates and exchange rates

 

 

0.00

 

 

0.02

 

 

 

 

 

 

 

 

 

 

 

Diluted non-GAAP earnings (loss) per share

 

$

(0.23

)

$

0.15

 

$

(0.60

)

$

0.18

 

 

 

 

 

 

 

 

 

 

 

Summary Of Equity Compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenues

 

162

 

333

 

427

 

687

 

Research and development

 

317

 

639

 

827

 

1,347

 

Selling, general and administrative

 

463

 

1,004

 

1,218

 

2,142

 

 

 

 

 

 

 

 

 

 

 

Total equity compensation

 

942

 

1,976

 

2,472

 

4,176

 

 

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: June 24, 2009

 

By:

/s/ Richard Pearce

 

 

 

Name: Richard Pearce

 

 

 

Title: Chief Financial Officer